Regulatory Filings • Jun 18, 2008
Regulatory Filings
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Today, Exendis N.V. (EXENDIS) publishes a pro forma balance sheet for EXENDIS following the management buy-out as per 1 July, in addition to the pro forma balance sheet of the operating companies as presented in the shareholder circular dated 6 June. With this information, EXENDIS answers to a follow-up request from Recalcico Beheer BV (Recalcico).
The pro forma balance sheet of EXENDIS provides merely an indication of the financial situation of EXENDIS after the management buy-out, conditional upon the closing of the first half year 2008, of which neither the result nor the costs are fixed, and the sale of the operating companies in conformity with the agreement, as well as the divestment of the 12% stake in CTI. In drawing up the pro forma balance sheet, the costs that are to be expected after 1 July are not taken into account, as their size depends upon the scenario following the management buy-out.
As stated earlier, EXENDIS is of the opinion that with the publication of the shareholder circular it has shared all relevant information regarding the anticipated transaction with its shareholders. The pro forma balance sheet does not provide any new material information concerning the proposed transaction, but shows the calculation behind the expected proceeds to the shareholders of the management buy-out. As can be seen in the pro forma balance sheet, which has been based on several assumptions and has not been audited, the pro forma shareholders' equity amounts to EUR 8.567 million, or EUR 4.86 per share, as per 1 July. As previously indicated, EXENDIS expects the proceeds of the transaction for EXENDIS' shareholders, after costs of, among other things, a possible liquidation or a possible public offer, to lie between EUR 4.50 and EUR 4.80 per share. The proceeds could eventually be slightly above this indication in case of a public offer, which is currently being discussed with parties.
EXENDIS is of the opinion that it has continuously acted careful and transparent and has met Recalcico in a fair manner. Nevertheless, in light of the current discussion, EXENDIS is willing to again answer Recalcico's questions. The letter to Recalcico can be downloaded from the EXENDIS website, www.exendis-ir.com.
| ' 000 EURO | year end 2007 |
pro forma 1 July 2008 |
|---|---|---|
| Interest in group companies | 4.384 | - |
| Group company receivables Other |
20 - |
- - |
| Deferred tax assets | 26 | 26 |
| Non-current assets | 4.430 | 26 |
| Other receivables and deferred assets | 167 | 139 |
| Cash and cash equivalents | 3.474 | 8.733 |
| Current assets | 3.641 | 8.872 |
| Total assets | 8.071 | 8.898 |
| Shareholders' equity | ||
| Issued capital | 479 | 479 |
| Share premium | 5.576 | 5.576 |
| Translation reserve | 33 | - |
| Other reserves | 2.268- | 2.235- |
| Result Financial year 2007 | 723 | 723 |
| Dividends 2007 | - | 180- |
| Dividends 2008 | - | - |
| Result first half year 2008 | - | 4.205 |
| Shareholders' equity | 4.543 | 8.568 |
| Payables to group companies | 3.330 | - |
| Other payables and deferred liabilities | 198 | 330 |
| Current liabilities | 3.528 | 330 |
| Total equity and liabilies | 8.071 | 8.898 |
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EXENDIS NV (founded in 1939) is listed on Euronext Amsterdam NV. EXENDIS focuses its core activities of energy conversion and reliable energy supply on the sectors Mobility, Infrastructure and sustainable energy:
Energy Systems Mobility produces a broad product range of technologically high-grade battery chargers, including security and management systems, for traction batteries. Energy Systems Infrastructure develops client-specific solutions for supplies in the sectors Transport, Energy distribution, Yacht building and Defence.
EXENDIS Renewable Energy BV was founded in 2002 and focuses on the realisation and sale of inverters for applications including solar panels.
Mr B.M.A. Jankovich Tel.: + 31 (0)318-676111
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