The offer price of EUR 43.64 is based on the initially announced offer price of EUR 45.00 adjusted for the full amount of stock dividend that was paid in kind by HES Beheer to its Shareholders on 28 May 2014. The offer price will be adjusted further if any additional dividends are declared after the date hereof and prior to the Settlement of the Offer.

Transaction highlights

• Recommended public offer for all Shares in HES Beheer by Hestya Energy at an offer price of EUR 43.64 (cum dividend) in cash per Share;
• The Acceptance Period commences on 18 July 2014 at 09:00 hours CEST and ends on 17 September at 17:40 hours CEST, unless extended;
• The Executive Board and Supervisory Board of HES Beheer support and recommend the Offer;
• The works council of EBS has rendered positive advice in respect of the financing of the Offer;
• The Offer shall be subject to satisfaction or waiver of the Offer Conditions as set out in the Offer Memorandum, including but not limited to the satisfaction of the minimum 95% acceptance condition of Shares tendered pursuant to the Offer;
• Hestya Energy has indicated that it seeks to obtain 100% of the Group’s assets following Settlement of the Offer, if required, either by means of statutory squeeze-out proceedings (uitkoopprocedure) or by means of an alternative structure pursuant to which Hestya Energy would acquire all assets and liabilities of HES Beheer;
• HES Beheer’s major Shareholders, together holding approximately 58% of HES Beheer’s Shares, have irrevocably confirmed to support and accept the Offer;
• Hestya Energy has agreed to certain non-financial covenants, including on the following matters: Support current business strategy of the Group; Respect existing employee rights, including pension rights, and no redundancies as a consequence of the Offer; Prudent future financing;
• Protection of minority shareholder’s interests as well as non-financial covenants through appointment of an independent Supervisory Board member with certain veto rights;
• HES Beheer will convene an extraordinary general meeting of Shareholders to be held on 3 September 2014 at 14:30 hours CEST, during which, amongst other matters, the Offer will be discussed;
• In the context of the possible contribution by Hestya Energy of the Wilhelmshaven Shares to HES Beheer in exchange for additional Shares in HES Beheer, the Shareholders will at the EGM be requested to approve the authorisation of the Executive Board to issue Shares and to exclude the pre-emption rights of the Shareholders with respect to such Shares to be issued to Hestya Energy.

The Offer

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum dated 16 July 2014 (the “Offer Memorandum”). Shareholders tendering their Shares under the Offer will be paid in consideration for each Share validly tendered and transferred (geleverd) an amount in cash of EUR 43.64 (the “Offer Price”).

The Offer values 100% of the issued and outstanding HES Beheer shares at EUR 408 million (on a fully diluted basis).

Hestya Energy confirmed in a press release dated 20 June 2014 that it has secured sufficient funds to complete the Offer.

Strategic rationale

HES Beheer and Hestya Energy believe that the Offer is in the best interest of HES Beheer, taking into account the interests of all its various stakeholders, and that Hestya Energy becoming its sole shareholder will provide strategic and other benefits to HES Beheer and its subsidiaries (the “Group”), including the fact that the Offer provides liquidity to HES Beheer’s shareholders, the fact that having a focussed shareholder consortium would facilitate HES Beheer’s ability to execute its strategy (including but not limited to continued international expansion of the Group’s dry bulk activities and further development of the Group’s liquid bulk activities), more easily attract additional capital and, more generally, the fact that Hestya Energy’s liquid bulk activities complement the liquid bulk activities of the Group. Furthermore, the HES Beheer and the Offeror agree on the strategic and business rationale for the transactions.

HES Beheer’s dry bulk operations in The Netherlands, UK, France and Poland will diversify Hestya Energy’s focus into the midstream dry bulk segment, whereas HES Beheer’s liquid bulk operations will complement Hestya Energy’s existing activities in midstream liquid bulk. Hestya Energy and the two investors backing it, Riverstone Holdings LLC and funds managed and advised by The Carlyle Group, are able to provide HES Beheer with the required financial backing, expertise and support for capital expenditures, investments and acquisitions in accordance with the Company’s strategy.

The intended acquisition of HES Beheer fits within Hestya Energy’s long-term strategy to build a portfolio of high quality, strategic midstream assets through a combination of the acquisition of existing assets and the development of greenfield operations.