Haarlem, 8 August 2013
OAK LEAF B.V. MAKES CERTAIN ANNOUNCEMENTS RELATING TO PENDING OFFER FOR D.E MASTER BLENDERS 1753 N.V.
Haarlem, 8 August 2013 – Reference is made to the joint press releases by Oak Leaf B.V. (the Offeror), a newly incorporated company that is wholly owned by Joh. A. Benckiser led investor group, and D.E MASTER BLENDERS 1753 N.V. (DEMB) dated 12 April 2013, 10 May 2013, 6 June 2013, 12 June 2013 and 19 June 2013 in respect of the public cash offer for all issued and outstanding ordinary shares (the Shares) in the capital of DEMB at an offer price of € 12.50 (cum dividend) for each Share (on a fully diluted basis), subject to and upon the terms and conditions of the offer memorandum dated 19 June 2013 (the Offer).
The Offeror notes that, as previously announced, the acceptance period under the Offer will expire at 17:40 hours CET (11:40 hours EST) on 15 August 2013, unless the Offeror extends the acceptance period in accordance with the terms of the Offer. In order to comply with U.S. regulatory requirements, the Offeror hereby advises shareholders of DEMB that, subject to the terms and conditions of the Offer, the minimum acceptance level may be waived after the expiration of the acceptance period below the current minimum acceptance level of at least 95% of the Shares.
As previously disclosed, the minimum acceptance level will be waived to a level no less than 80% of all Shares on a fully diluted basis if the conditions relating to such waiver previously disclosed in section 6.2.2 of the offer memorandum dated 19 June 2013 (the Offer Memorandum) are satisfied.
Shareholders are reminded that withdrawal rights terminate following the expiration of the acceptance period. In compliance with U.S. regulatory requirements, we inform DEMB shareholders that if they have already tendered their Shares in the Offer but their willingness to tender will be affected by the possible waiver of the minimum acceptance level, they should withdraw their tenders immediately, but in any event, before the expiration of the acceptance period.
This announcement is not an indication of current or expected acceptance levels and does not constitute a waiver of the minimum acceptance condition itself. Any such waiver will only be made after the expiration of the acceptance period.
European Media: Hill+Knowlton Strategies
Ingo Heijnen or Frans van der Grint
US Media: Abernathy McGregor Group