slei schreef op 23 maart 2015 14:16:
In het biedingsbericht staat o.a. (http://www.cvg.nl/images/cvg/pdf/28januari2015/Offer_Memorandum_Final_28_Jan_2015.PDF, p.12/p.13):
"In summary, the Post-Settlement Triangular Merger, Sale and Cancellation consists of the following transactions:
* the Company will merge and disappear into Valsen Beta, an indirectly wholly owned non-listed subsidiary of the Offeror. As part of this merger, the nontendering holders of Shares will receive class B shares in the capital of Valsen Alpha, a wholly owned non-listed subsidiary of the Offeror and the sole shareholder of Valsen Beta, on a share-for-share basis, such merger referred to as the Triangular Merger.
* As a result of the Triangular Merger, each holder of one or more Shares
immediately prior to the completion of the Triangular Merger will hold a number of class B shares in the capital of Valsen Alpha equal to the number of Shares held by such holder of Shares immediately prior to the completion of the Triangular Merger. The holders of DRs and Participation Rights that have not tendered their Securities, will remain holders of such DRs and Participation Rights in the Foundation respectively Stichting CVG, provided that the underlying Shares in
respect of which the DRs and the Participation Rights have been issued, are replaced on a share-for-share basis with B Shares.
* Valsen Alpha shall sell and transfer all issued and outstanding shares in the capital of Valsen Beta to the Offeror, against payment of an amount equal to the price to be paid by the Offeror if all Securities would have been tendered under the Offer, to be paid by the Offeror in the form of the Loan Note and the Cash Amount.
* Valsen Alpha shall cancel all outstanding B Shares issued pursuant to the Triangular Merger. The B-Shares held by the Offeror, (i) will be cancelled against repayment of an amount equal to the Loan Note and (ii) will be paid to the Offeror by means of a set off against the Loan Note. The B Shares held by the Minority Holders, will be cancelled against repayment of a cash amount, per (cancelled) B Share, equal to the Share Offer Price.
* Upon receipt by the Foundation and Stichting CVG of the cash amount as
repayment for the cancellation of the B Shares held by them, (i) the holders of DRs and Participation Rights will receive an amount equal to the DR Offer Price for each DR and each Participation Right they hold without interest and subject to dividend withholding tax and (ii) the DRs and Participation Rights will be automatically be cancelled.
Reference is made to Section 0 (Post-Settlement Triangular Merger, Sale and Cancellation)."
Betekent dit dat niet aanmelders (ongevraagd) 'B-aandelen' in Valsen Alpha krijgen?