Accessibility Statement Skip Navigation
  • Resources
  • Blog
  • Journalists
  • +44 (0)20 7454 5110
  • Client Login
  • Send a Release
Return to PR Newswire homepage
  • News
  • Products
  • Contact
When typing in this field, a list of search results will appear and be automatically updated as you type.

Searching for your content...

No results found. Please change your search terms and try again.
  • News in Focus
      • Browse News Releases

      • All Public Company News
      • All Multimedia News
      • View All News Releases

      • Regulatory News

      • D/A/CH Regulatory News
      • UK Regulatory News
      • View All Regulatory News

  • Business & Money
      • Auto & Transportation

      • Aerospace & Defense
      • Air Freight
      • Airlines & Aviation
      • Automotive
      • Maritime & Shipbuilding
      • Railroads & Intermodal Transportation
      • Supply Chain/Logistics
      • Transportation, Trucking & Railroad
      • Travel
      • Trucking & Road Transportation
      • View All Auto & Transportation

      • Business Technology

      • Blockchain
      • Broadcast Tech
      • Computer & Electronics
      • Computer Hardware
      • Computer Software
      • Data Analytics
      • Electronic Commerce
      • Electronic Components
      • Electronic Design Automation
      • Financial Technology
      • High Tech Security
      • Internet Technology
      • Nanotechnology
      • Networks
      • Peripherals
      • Semiconductors
      • View All Business Technology

      • Entertain­ment & Media

      • Advertising
      • Art
      • Books
      • Entertainment
      • Film & Motion Picture
      • Magazines
      • Music
      • Publishing & Information Services
      • Radio & Podcast
      • Television
      • View All Entertain­ment & Media

      • Financial Services & Investing

      • Accounting News & Issues
      • Acquisitions, Mergers & Takeovers
      • Banking & Financial Services
      • Bankruptcy
      • Bond & Stock Ratings
      • Conference Call Announcements
      • Contracts
      • Cryptocurrency
      • Dividends
      • Earnings
      • Earnings Forecasts & Projections
      • Financing Agreements
      • Insurance
      • Investments Opinions
      • Joint Ventures
      • Mutual Funds
      • Private Placement
      • Real Estate
      • Restructuring & Recapitalisation
      • Sales Reports
      • Shareholder Activism
      • Shareholder Meetings
      • Stock Offering
      • Stock Split
      • Venture Capital
      • View All Financial Services & Investing

      • General Business

      • Awards
      • Commercial Real Estate
      • Corporate Expansion
      • Earnings
      • Environmental, Social and Governance (ESG)
      • Human Resource & Workforce Management
      • Licensing
      • New Products & Services
      • Obituaries
      • Outsourcing Businesses
      • Overseas Real Estate (non-US)
      • Personnel Announcements
      • Real Estate Transactions
      • Residential Real Estate
      • Small Business Services
      • Socially Responsible Investing
      • Surveys, Polls & Research
      • Trade Show News
      • View All General Business

  • Science & Tech
      • Consumer Technology

      • Artificial Intelligence
      • Blockchain
      • Cloud Computing/Internet of Things
      • Computer Electronics
      • Computer Hardware
      • Computer Software
      • Consumer Electronics
      • Cryptocurrency
      • Data Analytics
      • Electronic Commerce
      • Electronic Gaming
      • Financial Technology
      • Mobile Entertainment
      • Multimedia & Internet
      • Peripherals
      • Social Media
      • STEM (Science, Tech, Engineering, Math)
      • Supply Chain/Logistics
      • Wireless Communications
      • View All Consumer Technology

      • Energy & Natural Resources

      • Alternative Energies
      • Chemical
      • Electrical Utilities
      • Gas
      • General Manufacturing
      • Mining
      • Mining & Metals
      • Oil & Energy
      • Oil & Gas Discoveries
      • Utilities
      • Water Utilities
      • View All Energy & Natural Resources

      • Environ­ment

      • Conservation & Recycling
      • Environmental Issues
      • Environmental Policy
      • Environmental Products & Services
      • Green Technology
      • Natural Disasters
      • View All Environ­ment

      • Heavy Industry & Manufacturing

      • Aerospace & Defence
      • Agriculture
      • Chemical
      • Construction & Building
      • General Manufacturing
      • HVAC (Heating, Ventilation & Air-Conditioning)
      • Machinery
      • Machine Tools, Metalworking & Metallurgy
      • Mining
      • Mining & Metals
      • Paper, Forest Products & Containers
      • Precious Metals
      • Textiles
      • Tobacco
      • View All Heavy Industry & Manufacturing

      • Telecomm­unications

      • Carriers & Services
      • Mobile Entertainment
      • Networks
      • Peripherals
      • Telecommunications Equipment
      • Telecommunications Industry
      • VoIP (Voice over Internet Protocol)
      • Wireless Communications
      • View All Telecomm­unications

  • Lifestyle & Health
      • Consumer Products & Retail

      • Animals & Pets
      • Beers, Wines & Spirits
      • Beverages
      • Bridal Services
      • Cannabis
      • Cosmetics & Personal Care
      • Fashion
      • Food & Beverages
      • Furniture & Furnishings
      • Home Improvement
      • Household, Consumer & Cosmetics
      • Household Products
      • Jewellery
      • Non-Alcoholic Beverages
      • Office Products
      • Organic Food
      • Product Recalls
      • Restaurants
      • Retail
      • Supermarkets
      • Toys
      • View All Consumer Products & Retail

      • Entertain­ment & Media

      • Advertising
      • Art
      • Books
      • Entertainment
      • Film & Motion Picture
      • Magazines
      • Music
      • Publishing & Information Services
      • Radio & Podcast
      • Television
      • View All Entertain­ment & Media

      • Health

      • Biometrics
      • Biotechnology
      • Clinical Trials & Medical Discoveries
      • Dentistry
      • FDA Approval
      • Fitness/Wellness
      • Health Care & Hospitals
      • Health Insurance
      • Infection Control
      • International Medical Approval
      • Medical Equipment
      • Medical Pharmaceuticals
      • Mental Health
      • Pharmaceuticals
      • Supplementary Medicine
      • View All Health

      • Sports

      • General Sports
      • Outdoors, Camping & Hiking
      • Sporting Events
      • Sports Equipment & Accessories
      • View All Sports

      • Travel

      • Amusement Parks & Tourist Attractions
      • Gambling & Casinos
      • Hotels & Resorts
      • Leisure & Tourism
      • Outdoors, Camping & Hiking
      • Passenger Aviation
      • Travel Industry
      • View All Travel

  • Policy & Public Interest
      • Policy & Public Interest

      • Animal Welfare
      • Corporate Social Responsibility
      • Economic News, Trends & Analysis
      • Education
      • Environmental
      • European Government
      • Labour & Union
      • Natural Disasters
      • Not For Profit
      • Public Safety
      • View All Policy & Public Interest

  • People & Culture
      • People & Culture

      • Aboriginal, First Nations & Native American
      • African American
      • Asian American
      • Children
      • Diversity, Equity & Inclusion
      • Hispanic
      • Lesbian, Gay & Bisexual
      • Men's Interest
      • People with Disabilities
      • Religion
      • Senior Citizens
      • Veterans
      • Women
      • View All People & Culture

  • Overview
  • Distribution
  • Paid Placement
  • Multichannel Amplification
  • Disclosure Services
  • SocialBoost
  • Rooms
    • MediaRoom
    • ESG Rooms
  • AI Tools
  • General Enquiries
  • Media Enquiries
  • Partnerships
  • Hamburger menu
  • Cision PR Newswire UK provides press release distribution, targeting, monitoring, and marketing services
  • Send a Release
    • Phone

    • +44 (0)20 7454 5110 from 8 AM - 5:30 PM GMT

    • ALL CONTACT INFO
    • Contact Us

      +44 (0)20 7454 5110
      from 8 AM - 5:30 PM GMT

  • Client Login
  • Send a Release
  • Resources
  • Blog
  • Journalists
  • News in Focus
    • Browse News Releases
    • Regulatory News
  • Business & Money
    • Auto & Transportation
    • Business Technology
    • Entertain­ment & Media
    • Financial Services & Investing
    • General Business
  • Science & Tech
    • Consumer Technology
    • Energy & Natural Resources
    • Environ­ment
    • Heavy Industry & Manufacturing
    • Telecomm­unications
  • Lifestyle & Health
    • Consumer Products & Retail
    • Entertain­ment & Media
    • Health
    • Sports
    • Travel
  • Policy & Public Interest
    • Policy & Public Interest
  • People & Culture
    • People & Culture
  • Client Login
  • Send a Release
  • Resources
  • Blog
  • Journalists
  • Overview
  • Distribution
  • Paid Placement
  • Multichannel Amplification
  • Disclosure Services
  • Cision Communications Cloud®
  • AI Tools
  • Client Login
  • Send a Release
  • Resources
  • Blog
  • Journalists
  • General Enquiries
  • Media Enquiries
  • Partnerships
  • Client Login
  • Send a Release
  • Resources
  • Blog
  • Journalists

Gilde Buy Out Partners Intends to Make a Public Offer for TMC Group for Eur 18.75 Per Share in Cash


News provided by

TMC Group N.V.

22 Oct, 2012, 06:15 GMT

Share this article

Share toX

Share this article

Share toX

UTRECHT and EINDHOVEN, the Netherlands, October 22, 2012 /PRNewswire/ --


 

This is a joint public announcement by TMC Group N.V. ("TMC") and Time Acquisition B.V. ("Offeror"), a newly incorporated 100% owned subsidiary of funds managed by Gilde Buy Out Partners ("Gilde"). This is not a public announcement that a public offer will be made, but that conditional agreement on a public offer, as presented in this announcement, has been reached. Not for release, publication or distribution, in whole or in part, in or into the United States of America, Australia, Canada, Italy or Japan.  

 

Board of Directors unanimously recommends the offer

Transaction highlights

  • Gilde and TMC have reached conditional agreement on an all-cash public offer by the Offeror for all issued and outstanding shares in the capital of TMC at a price of EUR 18.75 per share.
  • The Board of Directors of TMC fully supports the offer and unanimously recommends the proposed offer to the shareholders of TMC; a fairness opinion issued for this purpose supports this recommendation.
  • Gilde supports the growth strategy of TMC and the proposed transaction will contribute to the accelerated implementation of this strategy.
  • The proposed offer of EUR 18.75 is the highest price ever for TMC's shares and implies a premium of 25% on the closing price of TMC's shares on 19 October 2012, the last trading day prior to publication of this press release and a premium of approximately 47% based on the average closing price over the last 12 months prior to the publication of the press release.
  • Major shareholders representing approximately 81% of the issued share capital in TMC, have irrevocably committed to tender their shares in the context of the proposed public offer or to sell their shares to the Offeror.

Strategic rationale

The proposed offer provides several advantages for TMC, its shareholders, employees, customers and other stakeholders: (i) Gilde endorses the overall strategy of the management of TMC, (ii) Gilde will enable TMC to accelerate its growth strategy, both through organic growth and acquisitions, by providing financial and management support, and (iii) the proposed offer provides existing shareholders the opportunity to sell their shares in TMC at an attractive premium and directly realise the potential future value of their shares.

Thijs Manders, Chairman of the Board of Directors of TMC: "I am delighted that after 12 years of entrepreneurship and 6 years after the stock-market listing, TMC will enter into its next phase. Already from the first discussions with Gilde it became clear that the vision, business model and entrepreneurial spirit of TMC are valued and will therefore be preserved. This is essential to attract the best employeneurs and retain our people. Our customers will ultimately benefit from this. I look forward to the coming years during which I will remain directly involved with TMC as a shareholder and Chairman of the Board of Directors."

Nikolai Pronk, Managing Director Gilde: "In particular the entrepreneurial characteristics of the people at TMC have convinced us of the growth potential of TMC in its home market, the Netherlands as well as surrounding countries. We are looking forward to working together with the management in the coming years to further expand TMC's activities into new market segments and regions and to provide a supporting role as a shareholder."

The offer

TMC and Gilde jointly announce that they have reached conditional agreement on an all-cash public offer by the Offeror to acquire all issued and outstanding shares in the capital of TMC at a price of EUR 18.75 per share. The offer conditions and rights and obligations of the Offeror and TMC with respect to the offer are set out in a merger protocol. Based on the offer price, the total share capital of TMC is valued at approximately EUR 69.2 million.

The offer price of EUR 18.75 per share is the highest price ever for TMC's shares and implies a premium of approximately 25% on the closing price of TMC's shares on 19 October 2012, the last trading day prior to publication of this press release and a premium of approximately 47% based on the average closing price over the last 12 months prior to the publication of the press release. The bid price is cum dividend and no dividend announcements are expected before the intended public offer is completed.

Recommendation

The Board of Directors of TMC has held several meetings with external advisors in relation to all aspects of the proposed offer. After having thoroughly considered the strategic, financial and social aspects of the transaction, including a fairness opinion issued by NIBC Bank N.V. for this purpose, the Board has concluded that the offer is in the best interest of the company, its shareholders and all other stakeholders in TMC and its affiliates. The Board of Directors has decided to fully support the proposed public offer and unanimously recommends it for acceptance by the shareholders. Given a potential conflict of interests, the executive and non-independent members of the Board of Directors have not participated in the decision-making process in relation to the entering into of the merger protocol. Negotiations on the merger protocol between TMC and the Offeror have been conducted by and on behalf of the independent members of the Board of Directors.

Future of TMC

TMC will continue its activities under the same name and as an independent company. Gilde endorses the vision and growth strategy as currently carried out by the Board of Directors of TMC. TMC will have the opportunity to continue to grow and expand its market position, both organically and through acquisitions. In addition, Gilde has committed itself to continue to let the company be run by its current management team.

The Offeror will finance the offer with a combination of equity and debt. The Offeror has obtained, subject to customary conditions, a full funding commitment from, and entered into a binding agreement with, its debt financing providers.

Gilde and TMC expect that the proposed public offer will have no negative consequences on the employment situation at TMC. Gilde will enable TMC to continue its current employment policies and to honour the existing social and pension plans of its employees.

Conditions

The agreed conditions for declaring the offer unconditional are customary for a transaction of this nature and size. These conditions include, amongst others: (i) that at least 95% of the issued and outstanding share capital of TMC is tendered under the Offer or otherwise committed to or held by the Offeror, (ii) approval of the Dutch competition authority, and (iii) that no material adverse change with respect to TMC occurs.

Committed shares

Major shareholders, including Mobion Holding B.V., TMB Holding B.V., Just-Us-2 B.V., Comnaar Investments B.V., S.P.Y.N. Holding B.V. and Todlin N.V., together representing approximately 81% of the issued share capital in TMC, have irrevocably committed to tender their shares in the context of the proposed public offer or sell their shares to the Offeror. Mobion Holding B.V., TMB Holding B.V., Comnaar Investments B.V. and the management of TMC have also committed to participate in the capital of the Offeror when and on the condition that the proposed offer is successfully completed.

Competing offer

The Offeror and TMC may terminate the merger protocol in the event a bona fide third-party issues a serious and substantiated competing public offer in cash, subject to certain additional conditions. Such an offer will have to be at least 10% higher than the offer price by the Offeror and, in the reasonable opinion of the Board of Directors of TMC, be more beneficial in other respects. In this evaluation, the Board will take into account the interests of the shareholders and other stakeholders of TMC, the identity and reputation of the third party offeror, the certainty that the offer of the third party actually succeeds (including financing) and the conditions to which the offer is subject and its proposed timing.

In the event of a competing offer, the Offeror will be given the opportunity to make a revised offer. TMC has entered into customary undertakings not to solicit third party offers.

Next Steps

Over the coming weeks, the parties will take further steps to finalise the documentation for the proposed offer. Subsequently the offer, conditional on the offer conditions having been fulfilled or waived, will be made by the Offeror through the publication of the offer memorandum. It is currently expected that this will take place in mid-November.

It is the intention to delist TMC as soon as possible after the completion of the offer. In addition, depending on the number of shares held by the Offeror after completion of the offer, Gilde expects to initiate a squeeze-out procedure to acquire the remaining shares in TMC still held by minority shareholders. Gilde may also undertake alternative steps that result in a termination of the stock market listing and/or acquisition of the other remaining shares.

----------------------------------------------------------------------------------------------------------------------------


About TMC

Since its foundation in June 2000, TMC has focused on mobilising highly educated technical specialists. We distinguish ourselves by supplying rare competencies needed for the development of complex products and projects. Our focus lies with projects that are of vital importance to our clients. In addition, we contribute to the project continuity and flexibility of our clients and we are able to continually supply them with strategic knowledge.

In 2006 TMC was the first Dutch enterprise to be listed on the NYSE Alternext - Euronext, at which time TMC Group N.V. was established. In 2007, TMC acquired Adapté B.V., which is now called TMC Construction. At mid-2012 TMC has 15 business cells and 503 Employeneurs.

http://www.tmc.nl

About Gilde Buy Out Partners

Gilde Buy Out Partners is one of the largest mid-market private equity investors in continental Europe, with assets under management of over € 2.0 billion. Through local offices Gilde is active in the Benelux and the neighbouring economies of France, Germany, Switzerland and Austria. Since its inception in 1982, Gilde has invested in over 250 companies across a diverse range of sectors.

The most recent fund is Gilde Buy Out Fund IV which will include TMC and contains total assets of € 800 million, committed by more than 30 leading international financial institutions, pension funds, government funds and specialised investment funds. Previous investments by Gilde Buy Out Fund IV are Teleplan, Roompot, Eismann and Spandex.

http://www.gilde.com

This is an announcement pursuant to article 5:25 paragraph i of the Act on Financial Supervision ("Wft"). This is an unofficial English translation of the original press release prepared in Dutch.

Modal title

Contact PR Newswire

  • +44 (0)20 7454 5110
    from 8 AM - 5:30 PM GMT
  • General Enquiries
  • Media Enquiries
  • Partnerships

Products

  • Content Distribution
  • Multimedia Services
  • Disclosure Services
  • Cision Communications Cloud®

About

  • About PR Newswire
  • About Cision
  • Partnering Opportunities
  • Careers
  • Accessibility Statement
  • APAC
  • APAC - Simplified Chinese
  • APAC - Traditional Chinese
  • Brazil
  • Canada
  • Czech
  • Denmark
  • Finland
  • France
  • Germany
  • India
  • Indonesia
  • Israel
  • Japan
  • Korea
  • Mexico
  • Middle East
  • Middle East - Arabic
  • Netherlands
  • Norway
  • Poland
  • Portugal
  • Russia
  • Slovakia
  • Spain
  • Sweden
  • United States
  • Vietnam

My Services

  • All News Releases
  • Customer Portal
  • Resources
  • Blog
  • Journalists
  • Data Privacy

Do not sell or share my personal information:

  • Submit via Privacy@cision.com 
  • Call Privacy toll-free: 877-297-8921

Contact PR Newswire

Products

About

My Services
  • All News Releases
  • Customer Portal
  • Resources
  • Blog
  • Journalists
+44 (0)20 7454 5110
from 8 AM - 5:30 PM GMT
  • Terms of Use
  • Privacy Policy
  • Information Security Policy
  • Site Map
  • RSS
  • Cookie Settings
Copyright © 2025 PR Newswire Europe Limited. All Rights Reserved. A Cision company.