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Lucas Bols N.V.

M&A Activity Feb 22, 2024

3860_iss_2024-02-21_d7a85927-ef70-4793-a8bd-2cdd9ea92e9c.pdf

M&A Activity

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JOINT PRESS RELEASE

This is a joint press release by HollandsGlorie B.V. (the "Offeror" or "Nolet", an affiliate of Nolet Holding B.V.) and Lucas Bols N.V. (the "Company" or "Lucas Bols"). This joint press release is issued pursuant to the provisions of Articles 4, Paragraph 3 and 17, Paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the recommended public offer (the "Offer") by the Offeror for all the issued and outstanding shares in the capital of the Company (the "Shares", and each holder of such Shares, a "Shareholder"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. The Offer has been made only by means of the offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") which was published on 12 December 2023, and subject to the restrictions set forth therein. Terms not defined in this press release have the meaning as set forth in the Offer Memorandum . This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.

Final results of the Offer of Nolet for Lucas Bols: 75.8% of the Shares obtained

  • 4.1% of the Shares have been tendered during the Post-Acceptance Period.
  • Including the Shares already held by the Offeror, this represents a total of 75.8% of the Shares.
  • Settlement of the Shares tendered during the Post-Acceptance Period will take place on 27 February 2024.

Schiedam, Amsterdam, the Netherlands, 21 February 2024, Nolet and Lucas Bols are pleased to announce that 614,461 additional Shares, representing approximately 4.1% of the Outstanding Capital and an aggregate value of approximately EUR 11,060,298, have been tendered under the Offer during the Post-Acceptance Period that expired today at 17:40 CET. Together with the Shares already held by the Offeror on the date hereof, the Offeror will hold a total of 11,351,763 Shares, representing approximately 75.8% of the Outstanding Capital.

Settlement

Settlement of the Shares tendered during the Post-Acceptance Period and payment of the Consideration for each Tendered Share will take place on 27 February 2024 (the "Second Settlement Date"). The Offeror cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on the Second Settlement Date from the Admitted Institution with whom they hold their Shares.

Post Closing Measures

The Offeror has not met the applicable thresholds to implement a Post-Closing Restructuring Measure or initiate the Statutory Buy-Out Proceedings. Reference is made to Section 6.13.6 (Other Post-Closing Measures) of the Offer Memorandum. Further announcements will be made if and when appropriate.

Announcement

Any announcements contemplated by the Offer Memorandum will be made by press release. Any press release issued by the Offeror will be made on the website www.noletdistillery.com. Any press release issued by Lucas Bols will be made available on the website www.lucasbols.com.

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and/or the Position Statement.

Digital copies of the Offer Memorandum and Position Statement are available on the website of Lucas Bols (www.lucasbols.com) and a digital copy of the Offer Memorandum is available on the website of the Offeror (www.noletdistillery.com). Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are also available free of charge at the offices of Lucas Bols and the Settlement Agent, at the addresses mentioned below.

Lucas Bols

Paulus Potterstraat 14 1071 CZ Amsterdam The Netherlands

The Settlement Agent

ABN AMRO Bank N.V. Corporate Broking and Issuer Services HQ7212 Gustav Mahlerlaan 10 1082 PP Amsterdam, The Netherlands

Advisors

AXECO Corporate Finance B.V. is acting as financial advisor to Nolet. De Brauw Blackstone Westbroek N.V. and Coöperatie Forest Flint U.A. are acting as legal advisors to Nolet.

On behalf of Lucas Bols, ABN AMRO Bank N.V. is acting as financial advisor and Loyens & Loeff N.V. as legal advisor.

Confidant Partners is acting as communications advisor.

For more information, please contact:

Press enquiries Nolet Press enquiries Lucas Bols
René Loman Huub van Doorne (CEO) and Frank Cocx (CFO)
T +31 6 5185 2226 T +31 6 1508 3143
E [email protected] E [email protected]

About the Nolet Group

Since its establishment in 1691, Nolet Family Distillery has been continuously owned by the Nolet family. It is one of the oldest family businesses in the Netherlands, with a rich heritage. The Nolet family business has been making excellent spirits with traditional methods using state-of-the-art technology. His Majesty the King has granted the company the right to use the 'Royal' designation.

Current head of the Nolet family is Carel Nolet (1941), who expanded the family business in the early 1980s to create a modern distillery. In the tradition of his forefathers, Carel Nolet made the distillery a worldwide player in over 90 countries with his super premium brands. In 1977, he presented his smooth and pure KETEL 1 Jenever. In 1983 he introduced the now world-famous Ketel One Vodka in the United States, which is distributed and marketed through a 50-50 joint venture with Diageo since 2008. Today, it is the world's leading bartenders' favourite vodka. Of more recent date are NOLET'S Gin and Ketel One Botanical.

Carel Nolet shares his craftsmanship, his love of the profession and the family recipes with his sons Carel Jr. and Bob, who are the eleventh generation of Nolet. The twelfth generation is already on the way.

About The Lucas Bols Company

The Lucas Bols Company is a leading global cocktail and spirits player in the worldwide cocktail market and one of the oldest Dutch companies still active. Lucas Bols' mission is to create great cocktail experiences around the globe. The Lucas Bols Company is active in over 110 countries worldwide with a portfolio of three global cocktail brands and more than 20 international and regional liqueurs and spirits.

Bols, The World's First Cocktail Brand, includes the number-one liqueur range globally (not including the US). Lucas Bols is also the world's largest player in the genever segment, and our portfolio of cocktail brands includes Passoã, the number one passion fruit liqueur, and the ultra-premium Tequila Partida brand.

Through the House of Bols Cocktail & Genever Experience and the Bols Cocktail Academy, Lucas Bols showcases and inspires and educates bartenders and consumers a-like. With almost 450 years of experience in the art of distilling and blending spirits and cocktails combined with the creative spirit of Amsterdam, we truly are 'Masters of Taste'. Lucas Bols has been listed on Euronext Amsterdam (BOLS) since 4 February 2015.

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 Offeror and the Company 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 Company, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Any Company shareholder who is in any doubt as to his or her

position should consult an appropriate professional advisor without delay. This announcement is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including in or to the United States.

This press release may include "forward-looking statements" and language that indicates trends, such as "anticipated" and "expected". Although the Offeror and the Company believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisors accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

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