Rotterdam, NL (Nov. 26, 2013) – H.E.S. Beheer N.V. (the “Company“) and Hestya Energy B.V. (“Hestya“) announce that they are in discussions regarding a possible public cash offer, by Hestya or a new entity that is an affiliate of Hestya (the “Possible Offeror“), for all issued and outstanding shares of the Company (the “Possible Public Offer“). Hestya was incorporated and is controlled by investment funds managed or advised by an affiliate of Riverstone Europe LLP (“Riverstone“). HES Beheer has granted exclusivity to Hestya until 31 January 2014 (subject to the irrevocable undertakings not expiring or being terminated before that date).
HES Beheer and Hestya will discuss the price per ordinary HES Beheer share for the other shareholders of HES Beheer and the other terms of the Possible Public Offer.
Certain of HES Beheer’s large shareholders, which together represent 58% of all issued and outstanding shares of the Company (the “Large Shareholders“), have already entered with Hestya into so-called irrevocable undertakings, in which they commit, subject to conditions that are otherwise customary, to tender their HES Beheer shares in the Possible Public Offer (if and when made) at an effective cash price of EUR 45.00 per share (the Effective Price“). In accordance with the applicable public offer rules, any information shared with the Large Shareholders about the Possible Public Offer shall be included in the offer memorandum (if and when issued).
The Effective Price reflects a premium of approximately 13% on the closing price per share on 12 September 2013, the last trading day before the Company publicly announced that it has been conducting talks on a possible public offer for its shares.
Hestya confirms that it supports the efforts by the Company and ArcelorMittal that were announced in the Company’s press release of 23 October 2013 regarding a possible acquisition by HES Beheer of ArcelorMittal’s 78% holding in logistics services company ATIC Services S.A., which will not include all assets of the ATIC group.
In the coming period Hestya will conduct due diligence, seek certain debt financing commitments and discuss with HES Beheer the terms of a merger protocol and a recommendation by the Company’s boards. Accordingly, this announcement does not qualify as a formal announcement of a public offer within the meaning or the Dutch public offer rules and therefore does not trigger the start of the regulatory timetable under those rules.
At this time it is uncertain whether the Possible Public Offer will be made and, if so, under which conditions.
This is a joint public announcement by H.E.S. Beheer N.V. (the “Company“) and Hestya Energy B.V. (“Hestya“) pursuant to the provisions of Section 5 paragraph 2 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen). This public announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in H.E.S. Beheer N.V. and is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada, or Japan. Any offer will be made only by means of an offer memorandum
Note to the editor:
Contact H.E.S. Beheer N.V.: Ms. Elly L. Groenendijk, Director Special Projects, on tel. +31 (0)181 258 153 and e-mail email@example.com.
Contact Hestya: Frans van der Grint or Sabine Post-de Jong, at Hill+Knowlton Strategies, on +31 (0) 20 404 4 707 and e-mail Frans.vanderGrint@hkstrategies.com or Sabine.Post@hkstrategies.com.
Contact Riverstone: Jeffrey Taufield or James David, at Kekst and Company, on +1 212-521-4800 and email Jeffrey-Taufield@kekst.com or James-David@kekst.com.
About H.E.S. Beheer N.V.
HES Beheer, Rotterdam, formed in 1908, is a holding company for leading independent providers of logistical services in ports, specialising in the transhipment, storage and processing of dry and liquid bulk products, mainly for industrial end-users. Operations involve the loading and unloading of ocean-going vessels, coasters, barges, trains and trucks and large-scale open-air and covered storage. Activities are concentrated in the Netherlands, but the company also operates in the UK. One of the associates has establishments in different countries, including Belgium, France and Poland. 1908 is an independent company with a full Dutch two-tier board structure, which has been listed on the Official Market of Euronext Amsterdam N.V. since June 1992.
Hestya Energy B.V. is a private company pursuing the development of European dry and liquid bulk terminals with the goal of creating a diversified asset portfolio through greenfield development, the acquisition of existing terminals and the acquisition of existing refining sites and related infrastructure and the conversion of these into storage terminals. Hestya’s main operating asset is a 1.2 million cubic meter liquid bulk storage terminal in Wilhelmshaven, Germany. Hestya was incorporated and is controlled by investment funds managed or advised by Riverstone.
Riverstone is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with approximately $27 billion of equity capital raised. Riverstone conducts buyout and growth capital investments in the exploration & production, midstream, oilfield services, power and renewable sectors of the energy industry. With offices in New York, London and Houston, the firm has committed approximately $24.8 billion to 104 investments in North America, Latin America, Europe, Africa and Asia.