Brussels, 20 June 2017 – The initial acceptance period of the mandatory public takeover bid in cash that was launched on 18 May 2017 by Panasonic Holding (Netherlands) B.V. (the "Bidder" or "Panasonic") for the remaining 42.99% of the shares issued by Zetes Industries SA ("Zetes") that were not yet owned by the Bidder (the "Takeover Bid") ended on 16 June 2017.
Results of the initial acceptance period and payment
During the initial acceptance period, 2,107,049 shares of Zetes, representing 39.09% of the outstanding shares of Zetes, were tendered into the Takeover Bid. As a result, at the end of the initial acceptance period, Panasonic and its affiliates hold an aggregate number of 5,179,833 shares of Zetes, representing 96.11% of the outstanding shares of Zetes. The payment of the purchase price for the tendered shares will take place on 22 June 2017.
Reopening of the Takeover Bid
As Panasonic and its affiliates hold at least 90% of the shares of Zetes there will be a mandatory reopening of the Takeover Bid pursuant to article 35, 1° in conjunction with article 57 of the Belgian Royal Decree of 27 April 2007 on public takeover bids (the "Belgian Takeover Decree"), starting on 21 June 2017 and ending on 12 July 2017, on the same conditions as during the initial acceptance period. The offered price of EUR 54.50 per share is the final price. Shareholders are able to tender their shares in the same manner as during the initial acceptance period, as further described below.
Squeeze-out and delisting
Since Panasonic and its affiliates hold at least 95% of the shares of Zetes after the initial acceptance period, the Bidder has decided that the mandatory reopening of the Takeover Bid shall have the effect of a simplified squeeze-out in accordance with article 513 of the Belgian Companies Code and articles 42 and 43 in conjunction with article 57 of the Belgian Takeover Decree (the "Squeeze-out"). Accordingly, all shares that have not been tendered at closing of the Takeover Bid and Squeeze-out will be deemed transferred to the Bidder by operation of law. Furthermore, upon closing of the Takeover Bid and Squeeze-out on 12 July 2017, the shares of Zetes will be automatically delisted from Euronext Brussels.
The main features of the reopening of the Takeover Bid and Squeeze-out can be summarized as follows:
EUR 54.50 per share, payable in cash.
From 21 June 2017 until 12 July 2017 (inclusive) at 4:00 p.m.
Publication of results
14 July 2017
18 July 2017
The Takeover Bid is unconditional.
Prospectus, acceptance form and response memorandum
The prospectus and the response memorandum relating to the Takeover Bid have been approved by the FSMA in accordance with article 19 respectively article 28 of the Belgian Act of 1 April 2007 on public takeover bids.
The prospectus (including the acceptance form and the response memorandum) is available free of charge at the counters of BNP Paribas Fortis SA/NV, or by telephone (+32 (0)2 433 41 13).
An electronic version of the prospectus (including the acceptance form and the response memorandum) is also available on the websites of BNP Paribas Fortis SA/NV (www.bnpparibasfortis.be/epargneretplacer (French and English) and www.bnpparibasfortis.be/sparenenbeleggen (Dutch and English)) and Zetes (http://investors.zetes.com).
Deposit of the acceptance forms and costs
The shareholders can accept the Takeover Bid and sell their shares by duly completing, signing and submitting the acceptance form at the latest on the last day of the acceptance period, i.e., on 12 July 2017 at 4:00 p.m. The duly completed and signed acceptance form may be deposited free of charge directly at the counters of BNP Paribas Fortis SA/NV. The shareholders may also elect to have their acceptance registered either directly or indirectly through another financial intermediary. In such case, they should inquire about the costs and fees these organisations might charge and which they will have to bear.
All shares that have not been tendered at closing of the Takeover Bid and Squeeze-out will be deemed transferred to the Bidder by operation of law with consignation of the funds necessary for the payment of their price to the Deposit and Consignation Office ("Caisse des Dépôts et Consignations"/"Deposito-en Consignatiekas").
Tax on stock exchange transactions
The Bidder will pay the Belgian tax on stock exchange transactions to the extent such tax is due by shareholders that transfer their shares to the Bidder within the context of the Takeover Bid.
Regarding the Belgian tax treatment of the Takeover Bid, reference is made to point 8 of the prospectus. The Bidder will not pay for any other tax or costs (including any costs charged by financial intermediaries), except if and to the extent specifically set out in the prospectus.
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Zetes is an international corporation specialising in the provision of identification and mobility solutions. By using the latest technologies, Zetes enables its customers improve the speed and quality of their process execution and increase data accuracy, which in turn helps them to remain at the forefront of their industries. That's what makes Zetes both a pioneer and a market leader at the same time.
The Zetes Group is based in Brussels and has more than 1100 employees in 21 countries across EMEA. In 2016, its turnover was EUR 253.4 million. More information: www.zetes.com.
Panasonic Corporation is a worldwide leader in the development of diverse electronics technologies and solutions for customers in the consumer electronics, housing, automotive, and B2B businesses. Celebrating its 100th anniversary in 2018, the company has expanded globally and now operates 495 subsidiaries and 91 associated companies worldwide, recording consolidated net sales of 7.343 trillion yen for the year ended March 31, 2017. Committed to pursuing new value through innovation across divisional lines, the company uses its technologies to create a better life and a better world for its customers. To learn more about Panasonic: http://www.panasonic.com/global.