November 26, 2013 [H.E.S. Beheer N.V.] - HES Beheer enters into exclusive negotiations with Hestya regarding a possible public offer; and Certain HES Beheer's large shareholders, which hold 58% of the shares of HES Beheer, have given Hestya so-called irrevocable undertakings to tender their shares at an effective offer price of EUR 45.00 per share.
H.E.S. Beheer N.V. and Hestya Energy B.V. announce that they are in discussions regarding a possible public cash offer, by Hestya or a new entity that is an affiliate of Hestya (the “Possible Offeror”), for all issued and outstanding shares of the Company (the “Possible Public Offer”). Hestya was incorporated and is controlled by investment funds managed or advised by an affiliate of Riverstone Europe LLP. HES Beheer has granted exclusivity to Hestya until 31 January 2014 (subject to the irrevocable undertakings not expiring or being terminated before that date).
HES Beheer and Hestya will discuss the price per ordinary HES Beheer share for the other shareholders of HES Beheer and the other terms of the Possible Public Offer.
Certain of HES Beheer’s large shareholders, which together represent 58% of all issued and outstanding shares of the Company (the “Large Shareholders”), have already entered with Hestya into so-called irrevocable undertakings, in which they commit, subject to conditions that are otherwise customary, to tender their HES Beheer shares in the Possible Public Offer (if and when made) at an effective cash price of EUR 45.00 per share (the Effective Price”). In accordance with the applicable public offer rules, any information shared with the Large Shareholders about the Possible Public Offer shall be included in the offer memorandum (if and when issued).
The Effective Price reflects a premium of approximately 13% on the closing price per share on 12 September 2013, the last trading day before the Company publicly announced that it has been conducting talks on a possible public offer for its shares.
Hestya confirms that it supports the efforts by the Company and ArcelorMittal that were announced in the Company’s press release of 23 October 2013 regarding a possible acquisition by HES Beheer of ArcelorMittal’s 78% holding in logistics services company ATIC Services S.A., which will not include all assets of the ATIC group.
In the coming period Hestya will conduct due diligence, seek certain debt financing commitments and discuss with HES Beheer the terms of a merger protocol and a recommendation by the Company’s boards. Accordingly, this announcement does not qualify as a formal announcement of a public offer within the meaning or the Dutch public offer rules and therefore does not trigger the start of the regulatory timetable under those rules.
At this time it is uncertain whether the Possible Public Offer will be made and, if so, under which conditions.
