Stake of Go Acquisition in Gamma Holding to 91.5%

15 Feb '11

3 min read

With reference to the press releases of 6 December 2010 and 13 January 2011 in connection with the Offer, Go Acquisition hereby announces that as per the expiration of the acceptance period on 11 February 2010 at 18:00 hours CET, 787,883 Ordinary Shares and 82,112 Ordinary Preference Shares with a total value of EUR 23,135,999 have been tendered under the Offer, representing 10.5% of the issued and outstanding ordinary shares in the capital of Gamma Holding and 61.3% of the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding.

Payment and delivery of tendered shares
On 18 February 2011, Go Acquisition will start paying the offer price of EUR 29.00 per validly tendered and delivered (geleverd) Ordinary Share and EUR 3.50 per validly tendered and delivered (geleverd) Ordinary Preference Share, after which Go Acquisition will hold 6,786,362 ordinary shares representing 90.3% of the issued and outstanding ordinary shares in the capital of Gamma Holding and 102,212 ordinary participating preference shares representing 76.3% of the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding. After settlement of the Offer, Go Acquisition shall hold 91.5% of the shares in the capital of Gamma Holding excluding shares held by Gamma Holding.

Post-acceptance period
In order to grant shareholders of Gamma Holding who have not tendered their Ordinary Shares or Ordinary Preference Shares the possibility to tender their Ordinary Shares or Ordinary Preference Shares under the same conditions and restrictions applicable to the Offer and as described in the Offer Memorandum that was approved by the AFM on 13 January 2011, Go Acquisition will set a post-acceptance period. The post-acceptance period will commence on 16 February 2011 at 9:00 hours CET and will expire on 22 February 2011 at 18:00 hours CET.

Acceptance by shareholders through an Admitted Institution
Shareholders who wish to make use of the possibility of post-acceptance and hold their Ordinary Shares and/or their Ordinary Preference Shares through an institution admitted to Euronext Amsterdam ("Admitted Institution") are requested to make their acceptance known via their bank or stockbroker no later than 18:00 hours CET on 22 February 2011.

The respective custodian, bank or stockbroker may set an earlier deadline for communication by shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances of those Ordinary Shares and/or Ordinary Preferences Shares to the settlement agent in a timely manner. For further information please refer to the Offer Memorandum that has been approved by the AFM and has been made publicly available on 13 January 2011, which also applies during the post-acceptance period.

Delisting
In the event that Go Acquisition has acquired 95% of the ordinary shares and/or 95% of the ordinary participating preference shares in the capital of Gamma Holding, Go Acquisition will in any case apply for delisting of those respective Gamma Holding shares with NYSE Euronext Amsterdam. Go Acquisition will preserve the right to apply for such delisting in case it holds 95% of the ordinary shares and ordinary participating preference shares together in the capital of Gamma Holding, and in other circumstances where NYSE Euronext Amsterdam would be prepared to accept such an request.

Gamma Holding N.V.

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