Intended offer on Beter Bed by NeSBIC Buy Out Fund
|Uden/Utrecht, 5 February 2002 – Beter Bed Holding N.V. (“Beter Bed”) and NeSBIC announce that NeSBIC intends to make a public offer for all ordinary shares in Beter Bed listed on the Euronext in Amsterdam, by a company to be established by NeSBIC. Discussions on the preparations of the public offer have entered the stage that expectations are justified that agreement can be reached. The Management Board and the Supervisory Board of Beter Bed support the intended offer and will recommend it to the shareholders of Beter Bed. The relevant trade unions, the Works Council, the SER and the STE have been notified about the parties’ intentions. The intended offer will be notified to the relevant competition authorities.
The intention is to make the offer on the following basis:
- Every holder of shares in Beter Bed receives an anticipated EUR 16.00 cash per share, including the 2001 dividend;
- The offer implies a premium of approximately 28% above the closing price of EUR 12.50 on 4 February 2002 and approximately 28% above the average closing
price of the past three months;
- If all outstanding shares in Beter Bed are tendered, the total value of the offer will be approximately EUR 125 million;
- The Management Board and the Supervisory Board of Beter Bed support the intended offer;
- NeSBIC will complete the intended offer under the usual conditions which include that at least 95% of the outstanding shares in Beter Bed are tendered;
- Breedinvest, currently a major shareholder in Beter Bed (14%), has sold its entire shareholding to NeSBIC under the condition of acceptance of the offer by NeSBIC. Due to his valuable knowledge of the retailing sector, on request of NeSBIC, Mr. J. Blokker will become a member of the new Supervisory Board of the company and will through Breedinvest reinvest part of the proceeds of the sale of his shares (approximately EUR 8 million);
- Mr. M.J.A.M. Diks, founder, shareholder, former CEO and currently member of the Supervisory Board of Beter Bed, has sold his shareholding in Beter Bed (9%) to NeSBIC under the condition of acceptance of the offer by NeSBIC. Due to his historical ties with the company Mr. M.J.A.M. Diks will reinvest EUR 0.5 million. Furthermore, on request of NeSBIC, he will become a member of the new Supervisory Board;
- Upon acceptance of the offer NeSBIC intends to delist Beter Bed from Euronext Amsterdam N.V.;
- ABN AMRO is Beter Bed’s financial adviser with regards to this transaction and has been asked to provide a fairness opinion;
- The offer will be financed by own resources as well as by bank financing, under
conditions usual for these type of transactions, to be provided by Rabobank International.
The strategy of Beter Bed is based on expansion of the company in the European bedroom furniture market by expanding the number of Matratzen Concord outlets in Germany and by introducing and expanding this formula in other European countries. With regards to the Beter Bed formula the company strives for further growth of profitability in the Netherlands and expansion of the formula in Germany. Other important elements are the development of branded products and expansion by acquisitions. Implementation of this strategy must lead to growth in net profits: the company targets 12% annual EPS growth after 2001. Beter Bed believes that the financial results for 2001 will be in line with previously announced expectations. As yet, development of sales in 2002 has been
Being listed on the stock exchange has no added value for many small cap companies, due to low valuations and very limited liquidity. The implementation of Beter Bed’s long-term strategy, which includes both autonomous growth and growth by acquisitions, can better be realised if backed by a party like NeSBIC which is active in the private capital market. The
company will also be able to act more decisively without a stock exchange listing. Long-term decisions which in some cases do not immediately contribute to earnings can then be taken without negative stock market reactions and therefore without endangering the strategy of Beter Bed. The company’s Management Board and Supervisory Board believe that shareholders of Beter Bed can now sell their shares at an attractive price.
Frans Geelen, CEO of Beter Bed:
<i>“It is highly uncertain that the company will be able to issue new shares when there is a need for it. We find this risk unacceptable.”
“The long-term strategy of Beter Bed is no longer served by the stock exchange listing. On the contrary, the listing poses short term profitability demands which conflict with the realization of our long-term strategy. Apparently, the stock exchange is no longer a place for small caps.”
“NeSBIC is a financially strong partner that supports our strategy and will enable us to continue our expansion independently.” </i>
Recommendation of the Supervisory Board
The Supervisory Board of Beter Bed supports the intended offer by NeSBIC. The Board believes that the offer price reflects the current situation and the anticipated future developments. Other important considerations are that agreements can be reached with NeSBIC such that the transaction will have positive consequences for the continuity of the company and its employees and that the business operations will remain unchanged. Furthermore, NeSBIC will support Beter Bed’s strategy and the expansion of the company.
The composition of the Management Board will remain unchanged. The organisation will be led by Frans Geelen, CEO. The Supervisory Board will again have five members, including Mr. J. Blokker, Mr. M.J.A.M. Diks and Mr. M.J.N.M. van Seggelen.
The commencement of the public offer and the publication of the offer memorandum is expected approximately six weeks from now. The offer memorandum will include the
conditions of the offer.
In order to provide further information about the intended offer, a press conference will be held at Hotel Le Meridien Apollo, Apollolaan 2, Amsterdam on 5 February, at 12:00h.
For further information please contact:
Beter Bed Holding N.V.
Tel: 0413 338 819
Tel: 030 248 1070
Information on the companies involved
Beter Bed Holding N.V. represents a group of businesses engaged in retail activities in the international bedroom furniture market. The company sells bedroom furniture, mattresses, bed bases and other bedroom accessories to consumers through various leading retail formulas. The retail chains operate in different market segments, each with an own image and identity. The company’s strategy is aimed at profitable expansion in the fragmented European bedroom furniture market. As part of this strategy, the formulas aim to become market leaders in the various countries in which they are active. In addition, the company develops product concepts which are sold as own-brand products by the company’s own retail chains as well as through other distribution channels. In 2000, the company realized a turnover of EUR 226.3 million. For further information visit www.beterbedholding.com.
NeSBIC Group is a leading player in the field of venture capital and private equity. Funds under management are approximately EUR 1 billion, spread over four specialised investment funds. NeSBIC has invested in more than 200 companies in the past. The current transaction will mainly be funded by the NesBIC Buy Out Fund. The NeSBIC Buy Out Fund is an independent private equity fund which focuses on large companies in the Be nelux. For further information visit www.nesbic.com.
Last Modified : 03 September 2004 15:00