News overview
VDL Groep announces public offer for Neways

VDL Groep announces public offer for Neways

28 May 2021

VDL Groep B.V. (VDL) announces today that the industrial family business with its head office in Eindhoven, the Netherlands (or one of its group companies or affiliates) will be making a public offer for all issued and outstanding shares in the capital of Neways Electronics International N.V. (Euronext Amsterdam: NEWAY) (Neways).

· Public offer of €13.00 per share Neways, payable in cash (cum dividend).

· The offer includes a considerable premium of 19.3% in comparison with the closing price of the Neways share on 29 April 2021 (the last trading day before the first announcement of the consultations between VDL and Neways on a public offer) and a most significant premium of 38.9% over the 3-month VWAP per this date.

· VDL is determined to go forward with developing its competencies in mechanics, electronics, and software further; a combination with Neways is the best option for all parties involved.

· A combination with VDL brings about strategic possibilities and growth opportunities for Neways, its employees, and other parties involved.

· The majority of shareholders outside VDL have declared they are prepared to offer their shares for the offer price (together with VDL approximately 70% of the shares).

· With the public offer, VDL gives the remaining 30% of Neways shareholders the possibility of accepting the public offer.

· VDL still has the intention of having a constructive dialogue with the management board and the supervisory board of Neways about the intended transaction.

Committed shareholder
VDL has supported Neways since 1995 as a highly committed shareholder. The success with customers of both VDL and Neways has depended to an increasing extent on the cooperation between multidisciplinary teams in mechanics, electronics, and software. These customers are explicitly looking for parties of a significant size that also have the competencies and that can offer combinations of these. VDL is determined to make this happen and has already taken steps to that effect.

Against this background, VDL has considered the possibility of a combination of VDL and Neways. From a commercial perspective, the combination would be logical, given the overlap of industries in which VDL and Neways operate and the strategic possibilities and growth opportunities Neways could benefit from.

Following these consultations, VDL has had talks with the management board and supervisory board of Neways to reach an agreement about a public offer to be made by VDL for all shares in the capital of Neways. Despite an increase in the offer price to €13.00 per share, the support of at least 68.70% of the shareholders for this offer price, and the positive reactions of several key customers, the consultations with Neways have not led to an agreement on the price, or more specifically: on the fairness of the offer price – a point of view VDL has taken note of with some amazement.

VDL remains convinced, however, that a combination of Neways and VDL has huge benefits for all parties involved and is the best way forward for Neways and its stakeholders. Consequently, VDL is still going to make an offer for all shares in the capital of Neways. This will give the remaining 31.30% of Neways shareholders the possibility of selling their interest for what VDL sincerely believes is a very attractive price.

Continuity
As a family business VDL aims at commitment and continuity. We prefer investing in sustainable innovation and development for the long term instead of using financial resources for paying dividend in the short term. This approach leads to possibilities of personal growth and development for Neways employees. These considerations are the basis for the firm opinion that a combination of VDL and Neways is evidently in the interest of Neways and all parties concerned. VDL therefore considers this announcement a major step towards realising this combination.

The VDL offer
On the basis of the conditions set out below, VDL is prepared to make a public offer (by VDL or one of its group companies or affiliates) for all issued and outstanding shares in the capital of Neways of €13.00 per Neways share, payable in cash (cum dividend) on the transfer date (the ‘VDL offer’).

The VDL offer includes:

· a premium of 19.3% in comparison with the closing price of the Neways share on 29 April 2021 (the last trading day before the first announcement of the consultations between VDL and Neways on an indicative proposal of €12.50 per share);

· a premium of 38.9% in comparison with the volume weighted average price (VWAP) over a 3‑month period preceding 29 April 2021;

· a premium of 47.7% in comparison with the volume weighted average price (VWAP) over a 6‑month period preceding 29 April 2021; and

· a premium of 55.9% in comparison with the volume weighted average price (VWAP) over a 12‑month period preceding 29 April 2021.

Additionally, it should be noted that in March 2021 a major shareholder of Neways sold about 5% of the shares to another professional party at a price of €9.22, as much as 41% below this VDL offer.

Conditions
The VDL offer will be subject to the normal conditions for issue and acceptance for a transaction of this nature, including but not restricted to obtaining the required approvals under competition law and other regulations, and provided that events with a material detrimental effect on Neways do not occur. Acceptance of the VDL offer will not be subject to a minimum application percentage, so that VDL intends to accept with every application percentage. However, our objective to acquire all issued and outstanding shares of Neways remains unchanged.

Financing
VDL is financially healthy and has sufficient resources to finance the VDL offer.

Shareholders
The irrevocable undertakings from Neways shareholders to offer their shares, including VDL’s interest, represent a total of 68.70% of the issued and outstanding capital of Neways. The application under the VDL offer of the irrevocable undertakings will be at the same offer price and under the same conditions as those that apply to the VDL offer. The shareholders can withdraw their respective irrevocable undertakings, if an alternative transaction is announced exceeding the offer price value under the VDL offer by at least 10% and if VDL does not come up with an increase so that the price of the alternative transaction is matched. No information relevant to Neways shareholders has been provided to the shareholders concerned other than the information to be included in the offer memorandum that will be published when the VDL offer is made.

Next steps
In the interest of all parties concerned, VDL aims at a careful and quick completion of the process. As soon as possible and within the legal term, VDL will submit a request for approval of the offer memorandum with the Dutch Authority Financial Markets (Autoriteit Financiële Markten, AFM).

VDL still has the intention of having a constructive dialogue with the management board and supervisory board of Neways about the intended transaction.

VDL is assisted by ING Groep N.V. (financial adviser) and Houthoff Coöperatief U.A. (legal adviser).

About VDL Groep
Strength through cooperation. This is the basis of VDL Groep, an international industrial family business with its head office in Eindhoven, the Netherlands. This business was established in 1953 by Pieter van der Leegte. Initially, VDL Groep specialised in metalworking. When his son Wim van der Leegte took over the company in 1966, the company started specialising in high-tech subcontracting in industries such as the semiconductor industry, later adding plastics processing and the development, production and selling of buses and coaches to its portfolio. VDL Groep is a major player in the fields of subcontracting and semi-finished products and manufactures its own finished products, such as suspension systems, automated car plant systems, heat exchangers and container handling equipment. With VDL Nedcar in Born, it has the only car plant in the Netherlands where serial assembly for third parties takes place.
VDL Groep innovates through a combination of professionalism, entrepreneurship and high-quality machines. The group of companies combines the strength of a multinational with the flat organisation structure and open, informal working atmosphere of a family business where growth opportunities and continuity take precedence. The third Van der Leegte family generation has been at the group’s helm since 2016. VDL Groep has over 15,000 employees and operates in 20 countries. The group comprises 107 operating companies, each with its own specialism, that intensively work together. In 2020, the combined annual turnover was 4.686 billion euros.
www.vdlgroep.com

For additional information, please contact:

VDL Groep – Communications Department – Telephone +31 (0)40 292 50 00
Miel Timmers, Spokesperson – Mobile +31 (0)6 14 76 70 66

This is a public announcement within the meaning of Article 5, paragraph 2, of the Public Takeover Bids (Dutch Financial Supervision Act) Decree. This public announcement is not an offer, nor any invitation to make an offer, to purchase or subscribe to securities in Neways. Any offer will only be made by means of an offer memorandum published for the purpose in conformity with applicable laws and regulations.

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