Brussels, 14 July 2017 – The second acceptance period of the mandatory public takeover bid in cash by Panasonic Holding (Netherlands) B.V. ("Panasonic") for the remaining shares issued by Zetes Industries SA ("Zetes") that were not yet owned by Panasonic (the "Takeover Bid") ended on 12 July 2017.
Results of the second acceptance period and payment
During the second acceptance period, which started on 21 June 2017 and ended on 12 July 2017, 217,180 additional shares of Zetes, representing 4.03% of the outstanding shares of Zetes, were tendered into the Takeover Bid. The payment of the offered price for the tendered shares will take place on 18 July 2017.
During the initial acceptance period 2,063,319 shares of Zetes, representing 38.28% of the outstanding shares of Zetes were tendered into the Takeover Bid (and not 2,107,049 shares of Zetes, representing 39.09% of the outstanding shares, as mistakenly announced on 20 June 2017). As Panasonic and its affiliates held 95.29% of the shares of Zetes after the closing of the first acceptance period on 16 June 2017 (and not 96.11% as mistakenly announced on 20 June 2017), the second acceptance period of the Takeover Bid had 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 Royal Decree of 27 April 2007 on public takeover bids (the "Squeeze-out"). Accordingly, all remaining shares that have not been tendered into the Takeover Bid during the second acceptance period will be deemed transferred to Panasonic 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"). As a result of the Squeeze-out, Panasonic and its affiliates now hold 100% of the outstanding shares of Zetes.
Zetes filed a delisting request with Euronext Brussels, and following the closing of the Squeeze-out, the shares of Zetes were automatically delisted from Euronext Brussels on 13 July 2017, with the last day of trading being 12 July 2017.
Prospectus 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 in conjunction with article 28 of the Belgian Act of 1 April 2007 on public takeover bids. The prospectus (including 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 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).
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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.