EXACT HOLDING
JOINT PRESS RELEASE
11 February 2015
Acceptance of the Offer for Exact at 98.23% of the Shares
Amsterdam and Delft, The Netherlands, 11 February 2015 - Eiger Acquisition B.V. (a newly incorporated wholly owned subsidiary of certain funds advised by Apax Partners LLP (the "Offeror")) and Exact Holding N.V. ("Exact") today jointly announce that 98.23% of all issued and outstanding ordinary shares in the capital of Exact (the "Shares") have been tendered under the recommended public cash offer by the Offeror at an offer price of EUR 32.00 (cum dividend) in cash per Share (the "Offer"). The Offeror will announce whether the Offer will be declared unconditional on or before 13 February 2015.
At 17:40 hours CET on 10 February 2015, being the Acceptance Closing Time, 22,412,835 Shares, representing approximately 98.23% of the issued and outstanding Shares, had been tendered under the Offer.
The Offeror will announce whether the Offer will be declared unconditional on or before 13 February 2015. If the Offer will be declared unconditional by the Offeror, settlement of the Offer will take place on or before 20 February 2015.
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the offer memorandum dated 15 December 2014 (the "Offer Memorandum"). In addition, Exact has made available its position statement regarding the Offer, containing the information required by section 18, paragraph 2 and Annex G of the Takeover Decree in connection with the Offer (the "Position Statement"). Digital copies of the Offer Memorandum and the Position Statement are available on the website of Exact (www.exact.com). Printed copies of the Offer Memorandum are also available free of charge at the offices of Exact and the Settlement Agent at the addresses mentioned below.
For more information
Settlement Agent
ABN AMRO Bank N.V.
Corporate Broking (HQ7050)
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam
The Netherlands
Tel: +31 20 344 2000
The Offeror
Eiger Acquisition B.V.
Herikerbergweg 238
1101 CM Amsterdam
The Netherlands
Exact
Exact Holding N.V.
Molengraaffsingel 33
2629 JD Delft
The Netherlands
General restrictions
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Exact in any jurisdiction. 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 Exact 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 Exact, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions.
Any Exact shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and the United States.
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