After consultation between DPA Flex Group N.V. (hereinafter referred to as: 'DPA Flex') and DNC De Nederlanden Compagnie N.V.(hereinafter referred to as: 'DNC') it is a reasonable expectation that DPA Flex wants to make a friendly public offer to acquire the DNC shares in order to further strengthen its market position.
This is a joint press release from DPA Flex Group N.V. and DNC De Nederlanden Compagnie N.V.
DPA Flex, a multidisciplinary service provider listed on the Next Prime of Euronext, intends to take over its branch companion DNC. To this end DPA Flex intends to make a public offer for all issued DNC shares. Based on the current invested DNC share capital, DPA Flex at present intends to pay one DPA Flex share plus ¤ 3.375 in cash per DNC share, including dividend.
Mr. J. de Vink, director and large shareholder of DNC through J. de Vink Holding B.V., has agreed in principle to tender his block of shares of 47.9% of the issued share capital of DNC (i.e. 1,916,834 shares) under the herein mentioned conditions for the offer.
The management and supervisory board of DNC support the offer and will recommend the offer to the shareholders.
DPA Flex intends to finance the take-over by issuing 4, 000, 000 regular shares from its capital and paying out the remaining shares in cash. External financing will be attracted to pay out the shares in cash.
The offer and suggested financing of the offer are yet to be approved by an Extraordinary General Meeting of Shareholders of DPA Flex (hereinafter referred to as: 'EGMS'). DNC too will, after its shareholders have declared themselves in agreement with the offer, arrange an 'EGMS' during which the final offer then made will be explained to the shareholders. Both EGMS's will be assembled for this within the legal or statutory period.
Peter Smit, CEO of DPA Flex Group NV: 'After the acquisition of Flex it has become clear to us that a broader clientele results in a greater demand from our customers and more varied and challenging assignments for our interim professionals. This has enabled DPA Flex to grow faster than the market. The intended take-over of DNC has made us even more capable to profit from the scale size, which will lead to an increase in profitability.'
Koos de Vink, director of DNC De Nederlanden Compagnie N.V.: 'The joining of the companies, networks and employees working within both companies, provides our professionals with an excellent starting point from where they can keep on developing themselves and so further guarantee the qualitative services towards clients.'
Motivation for the intended public offer
DPA Flex is a multidisciplinary provider in the area of secondment services, mainly in the field of Finance and IT. The objectives of DPA Flex are aimed at market leadership. DPA Flex uses a growth strategy in order to achieve these objectives in a consolidating secondment market. On the one hand by growing autonomously in the existing market segments and on the other hand by pursuing an active acquisition policy. This acquisition enables DPA Flex to meet the increasing demand with more strength of delivery. The scale size and scale advantages acquired from this guarantee continuity and profitability in the long run.
DPA Flex does not intend to maintain the labels of DNC, among which Axioma and Koningsbos, in the long term. After the take-over, the combination will continue under the name of DPA Flex. The logo of DNC will be added to this name. In principle the organizational structure of the combination shall not deviate from the present DPA Flex structure. The intention is that DNC will no longer be quoted on the stock exchange after the integration.
DNC, like DPA Flex, is a provider in the area of secondment services in mainly the Dutch financial and IT market segments. DNC achieved sales of ¤ 29.9 million (DPA Flex ¤ 61.3 million) over 2005. In 2005, per expertise, the sales of DNC for finance, IT and others (such as HR, Legal and Management Support) amounted to respectively ¤ 12.3 million, ¤ 10.9 million and ¤ 6.2 million. DPA Flex sales amounted to respectively ¤ 32.6 million, ¤ 23.8 million and ¤ 4.9 million.
With this take-over DNC intends to have its Finance and IT services departments immediately increased to a minimum size of 500 professionals per department. This will not only result in an excellent market position, but will also make it possible to fill in a further specialisation and professionalization of the organization. As a result of the intended combination, DNC will gain access to clients through existing master contracts and 'preferred supplierships' and in this way the company will achieve an accelerated additional commercial strength. The company can also profit from this as regards management support and legal services.
The intended combination deploys approximately 1,500 interim professionals.
Synergy advantages will occur on for instance overhead, IT, back office and cross selling.
Intended management structure
The organisation's management, as it is intended after this transaction, shall be formed by the present management of DPA Flex. It is suggested that the supervisory board be increased to five (5) members. To this end, three (3) candidates shall be nominated, to whit: Mr. J de Vink, drs R. Hinse and drs. H Jagersma.
The offer and conditions for the offer
DPA Flex shall make an offer in shares and cash on all issued DNC shares. DNC does not know any options or warrants that have to be included in the offer. Per DNC share one DPA Flex share plus ¤ 3.375 is paid out in cash.
The offer is expected to take effect next month through the publication of the offer document, if at that moment the following conditions have been met:
1. the EGMS of DPA Flex has approved the offer and financing; 2. the advisory board has approved the offer and financing. The advisory board of DPA Flex has been informed of the intended offer and financing. The members have not yet made a decision, for they will assemble no sooner than tomorrow.
After the offer's tender period, DPA Flex shall fulfil the agreement if the following conditions have been met:
1. at least 95% of the issued DNC share capital have been tendered; 2. all mandatory approvals have been obtained from the relevant national authorities. 3. This is a public announcement as intended in article 9b, paragraph 2 in section a and article 9g, paragraph 1 in section a of the 1995 Securities Transactions (Supervision) Decree as well as article 47, paragraph 1 of the 1995 Securities Transactions (Supervision) Act .
This press release is neither an offer to purchase or sell, nor a request by any party whatsoever in any jurisdiction. Nowhere outside the Netherlands have steps been taken (nor shall steps be taken) to enable a public offer in any jurisdiction in which action would be required to that end.
This release does not constitute or form part of an offer to buy or subscribe for any securities for DPA Flex. Any such offer will be made by means of a prospectus to be issued by DPA Flex and any decision to purchase or subscribe for securities should be made solely on the basis of the information contained in such prospectus.
This press release will also be published in English; the Dutch version prevails over the English version.
Profile DPA Flex
DPA Flex is a multidisciplinary service provider offering integral solutions for flexible staffing. DPA Flex is a fast growing organisation with approximately 1,000 interim professionals active on a secondment basis with reputable companies and institutions.
DPA Flex has a leading position in the secondment market of interim professionals in Finance and ICT and is strongly present within the disciplines of HRM, Legal, Supply Chain and Management & Strategy.
For more information, please click www.dpaflex.com
DNC De Nederlanden Compagnie N.V. is a holding company listed on the Next Prime of Euronext offering specialized temporary personnel in the field of financial administrative, legal, ICT and management support, through its own subsidiaries. In addition, the subsidiaries provide services in the field of process improvement and transaction processing.
Clients are companies and institutions as well as ministries and local authorities. They can trust in the expertise, capacity, continuity and quality of DNC De Nederlanden Compagnie N.V. Thinking along and going along with developments is an important feature of the services of DNC.
For more information, please click www.dnc.nl
Note to the editors (not designed for publication):
For more information:
DPA Flex Peter Smit, CEO +31 (0)20-515 15 55 / +31 (0)6-53 53 54 21
Marc Zuidhof, Director of Finance +31 (0)20-515 15 55 / +31 (0)6-46 41 20 00
DNC Koos de Vink 070 - 311 05 03 / 06-53240805
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