On 24 April 2012, Tavares NV announced its intention to launch a voluntary public takeover offer for all shares and warrants issued by Transics International NV (not already owned by Tavares NV or affiliated persons), possibly followed by a public squeeze-out (the Offer).
Today, Tavares NV announces, in accordance with article 8 of the Royal Decree on Public Takeover Bids, an increase in the Offer price and an amendment of the Offer conditions.
- The Offer price per share is increased from EUR 7.10 to EUR 7.50 and the Offer price per warrant from EUR 3.03 to EUR 3.35. The increased Offer price per share of EUR 7.50 represents a premium of 9.6% as compared to the closing price of 20 April 2012.
- The acceptance threshold, one of the Offer conditions, is lowered from 90% and amended to 75.1% of the securities conferring voting rights.
The Offer condition with respect to the evolution of the closing quote of the Bel-20 index remains unchanged.
This increase is the result of negotiations between the board of directors of Transics International NV and Tavares NV. The board of directors welcomes the increase of the Offer price, which is within the equity value range of EUR 7.4 and EUR 8.4 per Transics International NV share as arrived at by KBC Securities NV, appointed as independent expert, as further set out in its report. Given the above and taking into account the low liquidity of the Transics International NV share, the board of directors of Transics International NV will recommend the Offer in the context of its memorandum in reply. Further justification will be included in the memorandum in reply.
EQMC Europe Development Capital Fund plc, a 9.99% shareholder of Transics International NV, indicated that it will accept the Offer given the new conditions of the Offer.
ING AM Insurance Companies BV, a 16.5% shareholder of Transics International NV, indicated that it will not accept the Offer, as indicated in the press release dated 29 April 2012. As a consequence, RLE & Partners BVBA, represented by its permanent representative Mr Rudy Everaert, has abstained from the recommendation by the board of directors. All other board members support the recommendation.
Tavares will submit an updated file with the FSMA in the coming days. The availability of the prospectus, the memorandum in reply and the independent expert report will be announced in a press release at a later date.
Transics International, established in 1991, develops and commercialises fleet management solutions for the transport and logistics sector. Thanks to many years of experience, thorough R&D efforts and an intensive focus on the customer experience, Transics International has become the leading European player in its sector. In addition to its headquarters in Ypres (Belgium), Transics International is active throughout Europe. The company has been quoted on the stock exchange (Euronext Brussels) since June 2007.