Seagull Holding N.V.
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Publicatie datum
24 apr 2007 - 07:47
Statutaire naam
Seagull Holding N.V.
Titel
ROCKET SOFTWARE EUROPE HOLDING B.V. DECLARES PUBLIC OFFER FOR ALL OUTSTANDING SHARES OF SEAGULL HOLDING N.V. UNCONDITIONAL
Bericht
With reference to the earlier press releases of 5 December 2006, 11 January 2007, 2 February 2007, 9 February 2007 and 16 March 2007 and to the offer memorandum dated 15 March 2007 (“Offer Memorandum”), Rocket Software Europe Holding B.V. (“Rocket”) and Seagull Holding N.V. (“Seagull”) announce that:
- 9,138,570 of the shares in the capital of Seagull have been tendered in the offer by Rocket for all issued and outstanding shares in the capital of Seagull (the “Offer”);
- the shares tendered under the Offer represent approximately 95.4 percent of the issued and outstanding share capital of Seagull; and
- Rocket declares the Offer unconditional.
With reference to the Offer Memorandum, Rocket will pay, no later than 27 April 2007 (the “Settlement Date”), an amount of 4.33 Euro in cash for each share validly tendered (or defectively tendered provided that such defect has been waived by Rocket) and delivered (“Offer Price Per Share”). Admitted Institutions to Euronext Amsterdam N.V. must deliver tendered shares to Fortis Bank as Settlement Agent by 26 April 2007 at the latest.
As more than 95 percent of the issued and outstanding share capital of Seagull has been tendered, it is Rocket’s intention to, after consultation with Euronext Amsterdam N.V., terminate Seagull’s listing on Euronext Amsterdam N.V. and to initiate a statutory squeeze-out procedure (uitkoopprocedure) as provided for in section 92a of book 2 of the Dutch Civil Code as soon as legally practicable.
The Offer is not being made, and the shares will not be accepted for purchase from or on behalf of any shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Neither, Rocket, nor Seagull, nor any of their advisors accepts any liabilit
Datum laatste update: 27 juli 2024