Posted June 20, 2015

 

ALMELO and UTRECHT, The Netherlands – Royal Ten Cate N.V. and Tennessee Acquisition B.V. jointly announced today that they have reached conditional agreement on an intended recommended full public offer for TenCate.

 

The offer, for 24.60 EUR in cash per ordinary share of TenCate, is subject to customary conditions. The offer price represents a premium of 26.8 percent to the closing price on July 17, and a premium of 27.1 percent to the average closing price for the 12 months prior to and including that date.

 

"This offer represents positive news for all stakeholders involved in our company,” said Loek de Vries, president and CEO of TenCate. “Both our employees and our customers will benefit from the longer-term horizon the consortium will bring. There is a clear commitment to support our strategy, which means we can invest in our product-market-technology combinations, thereby further strengthening our leading market positions. In addition, we can continue our buy and build approach and we will benefit from the capabilities, experience and financial support of our new shareholders.

 

“Last but not least,’ he added, “the offer represents a fair price for our existing shareholders. The boards consider the offer to be in the best interest of TenCate and we therefore fully support and unanimously recommend the offer."

 

Tennessee Acquisition B.V. is controlled by a consortium of investors, led by Gilde Buy Out Partners and also including Parcom Capital and ABN Amro Participaties.

 

"The consortium has great respect for the longstanding heritage of TenCate covering over 300 years of history,” said Hein Ploegmakers, a partner at Gilde. “TenCate's market groups hold leadership positions in a number of high-growth, specialized niche markets and we aim to support each of them the best we can. Together with our co-investors Parcom Capital and ABN Amro Participaties, we are delighted at the prospect of working with TenCate management and supporting them in the next stage of the company's development."

 

TenCate considers this intended transaction to be a compelling for all company stakeholders, it said in a release. The agreement will help TenCate realize its business strategy, allowing it to improve and invest in its existing five market groups – Protective Fabrics, Advanced Composites, Advanced Armor, Geosynthetics and Grass – and, as part of an effective buy and build strategy, to strengthen these market groups further through acquisitions, the company said.

 

The consortium will bring extensive experience and a strong track record of supporting management teams in the execution of their business plans, the companies said in the release.

 

Therefore, the consortium has agreed to certain non-financial covenants with regard to the strategy, structure and governance, financing, minority shareholders and employees, as well as other matters, including that:

• TenCate will remain a separate legal entity and will remain the holding company of the group and its operations from time to time, with headquarters, central management and key support functions in Almelo;

• the TenCate brand will remain a key aspect of TenCate's branding and marketing strategy;

• the group will remain prudently financed to safeguard the continuity of the business and the execution of the business strategy; and

• no substantial part of the group will be divested.

 

Source: Royal Ten Cate N.V. and Tennessee Acquisition B.V.