Uni-Invest N.V. and the consortium led by The Merwede Group and Lehman Brothers Real Estate Partners announced today that they have reached full agreement on a recommended cash offer for all issued and outstanding ordinary shares in the capital of Uni-Invest N.V. (the 'Offer'). The joint bidders are Rembrandt I S.Ã r.l., Rembrandt II S.Ã r.l., Rembrandt III S.Ã r.l., Rembrandt IV S.Ã r.l., Rembrandt V S.Ã r.l., Merwede Participaties B.V. and Mr. D. Beesemer (the 'Joint Bidders').
Uni-Invest shareholders accepting the Offer will be paid a total cash sum of EUR 12.75, which includes the offer price of EUR 12.03 and the interim dividend for the 2002 financial year of EUR 0.72 per Uni-Invest share, to be paid on the settlement date of the Offer, subject to the Offer being declared unconditional. The composition of the total cash sum differs from the initially proposed offer price of EUR 12.75 in cash per Uni-Invest share, communicated in the press releases dated 1 July 2002 and 31 July 2002 and has been adopted by the Joint Bidders to enable them to structure the transaction.
The total cash sum of EUR 12.75 per Uni-Invest share (corresponding to the offer price plus the interim dividend) represents:
· a premium of 19.8% over the closing price of EUR 10.64 per Uni-Invest share on 28 June 2002, being the last trading day prior to 1 July 2002, the date of the first public announcement regarding the Offer;
· a premium of 2.7% to the fully diluted net asset value of EUR 12.41 per Uni-Invest share as at 30 June 2002.
The Offer is recommended by the Management Board and the Supervisory Board of Uni-Invest.
Offering Memorandum
The terms and conditions of the Offer are outlined in the offering memorandum. The offering memorandum will be available, free of charge, as of Tuesday, 17 September 2002. The acceptance period will start on Wednesday, 18 September 2002 at 09:00 hours CET and, unless extended, will end on Thursday, 10 October 2002 at 15:00 hours CET. If the acceptance period is extended, the Joint Bidders will make an announcement to that effect no later than on the third trading day after the end of the acceptance period. The Joint Bidders will announce as soon as possible after the end of the (possibly extended) acceptance period, but no later than on the fifth trading day thereafter, whether or not the Offer has become unconditional. Such announcements will in any event be published in the
Official Daily List of Euronext Amsterdam (Officiële Prijscourant) and in one or more Dutch national newspapers.
Extraordinary general meeting of Uni-Invest Shareholders
On Wednesday, 2 October 2002 Uni-Invest will hold an extraordinary general meeting of shareholders. The meeting will take place at 14:00 hours CET at the Amstel Hotel, Professor Tulpplein 1 in Amsterdam. At this meeting, the Management Board and the Supervisory Board of Uni-Invest will, among others, discuss and explain the Offer. The convocation for this meeting has taken place in the usual manner.
(source: Uni-Invest)
