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VDL Groep makes an indicative proposal to Neways
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VDL Groep makes an indicative proposal to Neways

3 May 2021

VDL Groep B.V. (VDL) will today be announcing that it is in talks with Neways Electronics International N.V. (Euronext Amsterdam: NEWAY) (Neways) about a proposal 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.

The talks are based on a cash offer price of EUR 12.50 (twelve euros and fifty euro cents) per Neways share, to be reduced by any dividend or another announced distribution on the shares, made payable or paid before the moment of settlement of the possible transaction. VDL Beleggingen B.V., a company affiliated with VDL, currently holds 27.63% of the shares in Neways.

Z.B.G. Capital N.V., holder of 28.14% of the shares in Neways, has already signed an irrevocable undertaking, under market conditions, to offer its shares to VDL for the indicative offer price and on the other (yet to be agreed) conditions of the offer if the offer is declared unconditional. Z.B.G. Capital N.V. has not received any information relevant to shareholders of Neways other than the information to be included in the offer memorandum that will be published when the offer is made.

Stronger position

As a committed shareholder, VDL has supported Neways since 1995. The steps set in motion by the current management of Neways are an important condition for a successful response to the rapidly changing market conditions. At the same time, VDL considers a further strategic partnership with Neways an opportunity to jointly obtain a stronger position and thus safeguard a healthy future for Neways and its stakeholders. 

Neways is active in many industries in which VDL is also active. VDL is convinced that the combination with Neways offers added value for joint customers in the fields of high-quality electronics and mechatronics. Also, the combination will guarantee that Neways has the means to continue to invest in the development of its proposition.

Agreement

It is currently uncertain whether a (conditional) agreement will be reached with regard to a public offer for all outstanding shares in the capital of Neways and, in that case, at what offer price and under what conditions. Further announcements will be made as soon as circumstances warrant it.

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