June 10, 2022
This is a press release by Sprint BidCo B.V. (the “Offeror“), an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates (“KKR“). Teslin Alpine Acquisition B.V., a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin“) is together with the Offeror and KKR referred to as the “Consortium“. This press release is issued pursuant to the provisions of Section 13, paragraphs 1 and 2 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the “Decree“) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group N.V. (“Accell Group“) (the “Offer“). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 6 April 2022 (the “Offer Memorandum“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM“), which has been available as from 7 April 2022. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms not defined in this press release have the same meaning as given thereto in the Offer Memorandum.
Sprint BidCo B.V. announces that it conducted transactions in Accell Group Shares
Reference is made to the joint press release by the Offeror and Accell Group regarding the Offer being declared unconditional dated 9 June 2022. Pursuant to the provisions of Section 13, paragraphs 1 and 2 of the Decree, the Offeror announces that it conducted transactions in Shares of Accell Group or securities that are convertible into, exchangeable for or exercisable for such Shares, the details of which are stated below.
|Date||Transaction type||Total number of ordinary shares||Volume weighted average price (€)|
|10 June 2022||Purchase||81,546||58.00|
The highest price per Share paid in a transaction conducted today was EUR 58.00 per Share.
Based on the transactions set out above, the Offeror acquired today a total of 81,546 Shares representing 0.30% of the Shares.
Together with the Shares already tendered or committed to the Offeror prior to today, the total amount of Shares owned by, tendered under the Offer or committed to the Offeror now equals 20,971,713 Shares, representing approximately 78.1% of the Shares.
To the extent permissible under applicable law or regulation, the Offeror may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, Shares in the capital of Accell Group, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of KKR. In addition, financial advisors to the Consortium may also engage in ordinary course trading activities in securities of Accell Group, which may include purchases or arrangements to purchase such securities.
For More Information:
Hendrik Jan Eijpe, HJE Consult
+31 622 031 978 / email@example.com
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.
Teslin is an investment fund managed by Teslin Capital Management. Teslin invests in promising small and midcaps. Based on fundamental analysis Teslin selects value creating companies active in attractive markets with a strong market position and a proper corporate governance structure. Teslin focuses on responsible value creation in the long term and acts as an active and involved shareholder. Teslin has been a long-term significant, active and committed shareholder of Accell Group since 1998 and is delighted to support Accell Group in accelerating and realizing its potential in the coming years. For more information, please visit: www.teslin.nl.
Disclaimer, General Restrictions and Forward-Looking Statements
The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Consortium and the Offeror disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Offeror nor the Consortium, nor any of their respective advisors assumes any responsibility for any violation of any of these restrictions. Any Accell Group shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Certain statements in this press release may be considered forward-looking statements such as statements relating to the impact of this Offer on the Offeror and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this press release. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and the Consortium and the Offeror cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to the Consortium or the Offeror or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. The Consortium and the Offeror expressly disclaim any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, a change in expectations or for any other reason. Neither the Offeror nor the Consortium, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operatio