Following on from the press release of 13 March 2003, Koninklijke Volker Wessels Stevin nv (ââ¬ÅVolkerWesselsââ¬Â) and the Wessels family announce that the expectation is now justified that agreement will be reached between VolkerWessels and Victor Rijssen B.V. (ââ¬ÅVictor Rijssenââ¬Â), an investment company owned by the Wessels family, on a public offer for all outstanding (depository receipts for) ordinary shares in the capital of VolkerWessels by Victor Rijssen for a cash price of â⬠21 per (depository receipt for) ordinary share (cum dividend). The Supervisory Board and the Board of Management of VolkerWessels expect to support the offer.
Position of Mr. D. Wessels
As mentioned in the 13 March press release, it had been decided that for the period in
which the discussions on the proposed offer are ongoing, Mr. D. Wesselsââ¬â¢ role as a
member of the Board of Management will be suspended and he will not take part in the
deliberations of the Board of Management. Mr. D. Wessels has therefore not taken part
in the discussions between the Supervisory Board and the Board of Management on the proposal. Mr. D. Wessels does however continue to fulfil his operational responsibilities.
Victor Rijssen
Victor Rijssen is a newly incorporated limited liability company that is active on behalf of
Mr. D. Wessels, Mr. H. Wessels (director of Volker Wessels Stevin Bouw en
Vastgoedontwikkeling bv) and other family members and all shares of which are
currently held by Reggeborgh B.V. (ââ¬ÅReggeborghââ¬Â). The management of Reggeborgh is
composed of Mr. D. Wessels who also holds all shares in Reggeborgh. For the settlement of the offer, Reggeborgh will, with a view to safeguarding the continuity and
independence of VolkerWessels, transfer the shares in Victor Rijssen to a foundation,
Stichting Administratiekantoor Victor Rijssen, to be established. This foundation will in
turn issue depository receipts for shares, a substantial majority of which will be held,
directly or indirectly, by the members of the Wessels family.
Mr. D. Wessels and Mr. H. Wessels together with other members of the family currently
hold, directly and indirectly, a total of around 13% of the (depository receipts for) ordinary shares of VolkerWessels.
Rationale
The reasons that currently justify the listing of VolkerWessels on Euronext Amsterdam
seem limited. An important consideration for a stock listing, namely the availability of
capital, is hardly relevant due to a low valuation of the shares. In view of the strategy of
VolkerWessels, there is no real need for new capital in the foreseeable future. Further,
the capacity of share options to promote loyalty is limited due to the absence of a clear
relationship between the share price development and the operational results of
VolkerWessels. Against this background and given the expertise and affinity of Mr. D.
Wessels, VolkerWessels welcomes the proposed offer by Victor Rijssen. The continuity
and the identity of VolkerWessels are thereby also safeguarded.
Structure of the transaction
Victor Rijssen has committed itself to a continuation of the current structure and
strategy of VolkerWessels. It is the intention that VolkerWessels sets forth its activities in the same manner as to date. This also implies that the ââ¬Åstructuurregimeââ¬Â (governance structure) will be maintained at least till 1 January 2006 and that no changes will take place in the composition of the Supervisory Board and that, at the initiative of Victor Rijssen, no changes will take place in the composition of the Board of Management of VolkerWessels.
Victor Rijssen also wishes to safeguard the sound financial position of VolkerWessels,
which is of such great significance for the continuity and for the acquisition of orders.
The assets of VolkerWessels will therefore not be pledged as security for the financing of the proposed offer and neither shall, in the event that the offer succeeds and the takeover is completed, refinancing take place at the expense of the assets of VolkerWessels or its subsidiaries. Furthermo
