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This is a joint press release of Getronics NV and PinkRoccade NV. Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan. This announcement and related materials do not constitute an offer for ordinary shares in PinkRoccade NV, but are an announcement that the expectation is justified that agreement on an offer may be reached in due course as set out in this press release
Getronics and PinkRoccade combining into leading Dutch based international ICT Services Company
Enhancing solutions offering and strengthening of key market positions in The Netherlands and United Kingdom
Recommended intended public offer by Getronics for all of the outstanding shares of PinkRoccade, listed on Euronext Amsterdam
Intended Offer will consist of an exchange offer of 6 Getronics shares and EUR 4.10 in cash per ordinary PinkRoccade share, valuing the outstanding share capital of PinkRoccade at EUR 338 million, representing a premium of 35% over the closing price of PinkRoccade on 29 October 2004
Combination will have a leading presence in the ICT services markets in the Benelux, the United Kingdom, Spain and Italy, complemented by its key presence in the US and relevant presence in other continents with annual revenues in excess of EUR 3 billion and a combined workforce of more than 29,000 staff operating in 30 countries
Synergy potential has been identified, including a more compelling proposition for clients, valuable cross selling opportunities, and annualised cost savings amounting to EUR 35 to 40 million. It is expected that half of these savings will contribute to the consolidated operating income in 2005. One-off costs of realising savings estimated at EUR 35 to 45 million are likely be incurred in the first year of the combination
The combination will supporty reaching the target of 5% EBITAE margin in 2005 and is expected to be slightly accretive to earnings per share (EPS) in 2005
Management Board of the combination will be chaired by Klaas Wagenaar, existing Chairman and CEO of Getronics. Aart Klompe will be proposed for election to the Management Board of the combination
Supervisory Board of the combination will be chaired by Marinus Minderhoud, existing Chairman of the Supervisory Board of Getronics. Henk Bosma, currently CEO of PinkRoccade, will be proposed to be appointed a member of the Supervisory Board of the combination. All present members of the PinkRoccade Supervisory Board will be invited for appointment as member to the Supervisory Board of the combination
Peter van den Heuvel will join the Management Board of the Dutch operations
It is envisaged that the integration of management teams of the combination in the Netherlands and the UK will result in equal representation of Getronics and PinkRoccade
Parties will take further steps, including confirmatory due diligence, in the coming weeks to reach definitive agreement on the intended public offer. Following definitive agreement being reached, the offer is expected to be made in December 2004/January 2005. Closing of the proposed offer is expected for 2005 Q1
The Netherlands Authority for the Financial Markets (Autoriteit FinanciŽle Markten), Euronext Amsterdam NV, the Social Economic Council (Sociaal Economische Raad), and the relevant trade unions have been informed of the intended offer. The respective Central Works Councils have been asked for their advice
Amsterdam and Zoetermeer - Getronics NV ("Getronics") and PinkRoccade NV ("PinkRoccade") jointly announce that the expectation is justified that agreement can be reached on a combination of their businesses resulting in the creation of a leading international ICT Services Company. The envisaged transaction would be structured as a recommended public offer by Getronics for all of the outstanding shares of PinkRoccade, listed on Euronext Amsterdam. The intended offer will consist of an exchange offer of 6 Getronics shares and EUR 4.10 in cash per ordinary PinkRoccade share. The combination will have a leading presence in the ICT services markets in the Benelux, the United Kingdom, Spain and Italy, complemented by its key presence in the US and relevant presence in other continents. The combination will have annual revenues in excess of EUR 3 billion and a combined workforce of more than 29,000 staff operating in 30 countries.
Getronics' primary strategy is to establish a strong and balanced presence in all of the major ICT spending markets of Continental Europe, having an important position in the leading UK and US markets complemented by a relevant presence in other key markets and continents. This international presence enables Getronics to provide comprehensive ICT support services, including outsourcing, for its international client base. PinkRoccade's strategy to become National Champion will be realized more quickly and will build on the present quality of its products and solutions offerings. The combination creates an organisation in Europe with an enhanced solutions offering and a leading presence in the ICT services markets in the Benelux and the United Kingdom, coupled with the existing strong positions in Spain and Italy and the relevant presence in Central and Eastern Europe, complemented by its key presence in the US.
Highlights of the results of the combination of Getronics and PinkRoccade include:
Creating an international organisation with an end-to-end solutions offering and annual revenues in excess of EUR 3 billion
A combined workforce of more than 29,000 staff operating in 30 countries
The combination will be in a better position to compete for international outsourcing deals
Number 1 overall market position in the Netherlands, with reinforced presence across verticals, in particular the public sector, finance, and industry, both in infrastructure (data centre) and applications management
Increased market presence in the UK and footholds in most of the European ICT markets; the combination will have a leading market position in Europe
A strengthened solutions portfolio available to an extended client base with limited overlap across all verticals, offering valuable opportunities for cross-selling " Improved financial position, through a stronger recurring revenue base in excess of 60% of total revenues, and further margin potential from enhanced solutions portfolio and cost savings
Combination offers compelling proposition to stakeholders
For clients the combination offers a compelling broader solutions offering portfolio and international coverage with a stronger and solid ICT partner. Clients will continue to benefit from the high quality of solutions and services and obtain increased efficiency from the larger scale and complementary strengths of the combination:
Network and desktop management
Application integration and management
Data centre and outsourcing services
Shareholders stand to benefit from the growth and leadership opportunity the combination provides within the attractive managed ICT solutions & services sector. The combination offers improved and sustained earnings. In addition, the combination will have a larger market capitalisation with more liquidity of its shares.
Employees and management
Employees and management will benefit from the long-term continuity and the broader career opportunities that the combination provides.
Alliance partners will have access to a larger volume and range of business from a leading supplier of managed services.
The combination will provide a more compelling proposition for clients with a strengthened portfolio of relevant solutions, such as Network and Desktop Outsourcing Services, application management & services and data centre and outsourcing services, built upon the complementary nature of Getronics' and PinkRoccade's solutions offering. The solutions portfolio of the combination will be available to its extended, client base - which is complementary and has limited overlap - and offers valuable opportunities for cross-selling. Getronics and PinkRoccade have identified and evaluated a number of areas for potential cost synergies amounting to EUR 35 to 40 million per annum. It is expected that half of these synergies will contribute to the consolidated operating income in 2005 and that the benefits will be achieved in full in the second year of the combination. The cost savings are expected to result from:
Alignment of the combination's solutions portfolio and productivity gains in the Netherlands and the UK
Headcount reduction representing approximately 4% of the combination's headcount in the Netherlands and the UK, including elimination of duplicate overhead and head office costs
Scale effect of data centre and procurement
The one-off costs of realising these cost savings are estimated at EUR 35 to 45 million and are likely to be incurred in the first year of the combination.
The Management Boards and Supervisory Boards of PinkRoccade and Getronics fully support and will recommend the intended offer to their respective shareholders.
The Management Board of the combination will be chaired by Klaas Wagenaar, CEO of Getronics. Aart Klompe will join the Management Board of the combination. The Supervisory Board of the combination will be chaired by Rinus Minderhoud. Henk Bosma, currently CEO of PinkRoccade, will be proposed to be appointed a member of the Supervisory Board of Getronics upon consummation of the transaction. All present members of the PinkRoccade Supervisory Board will be invited for appointment as members of the Supervisory Board of the combination. Peter van den Heuvel will join the Management Board of the Dutch operations. It is envisaged that the integration of management teams of the combination in the Netherlands and the UK will result in equal representation of Getronics and PinkRoccade.
A project-team responsible for a swift and smooth integration of the two businesses will be created consisting of senior management of both PinkRoccade and Getronics, chaired by the CEO of Getronics and supported by Henk Bosma.
Klaas Wagenaar, CEO of Getronics comments: "The acquisition of PinkRoccade provides Getronics with an enhancement of its solutions offering and a strengthening of key market positions in the Netherlands and the United Kingdom, where we are doubling our presence. This provides critical mass, which is essential in offering our clients effective support and gives us the capacity and flexibility in continuing to win major new clients. Large customers are increasingly seeking international providers that offer quality ICT solutions and services at low costs. Such ICT companies must therefore have scale, international reach and a distinct market proposition. PinkRoccade and Getronics are leading companies in their home markets and aspire to defend and extend their market positions. The combination of PinkRoccade and Getronics position both companies to fulfil their ambitions whilst creating shareholder value. We are pleased and proud to welcome the PinkRoccade staff. PinkRoccade is widely recognized for its competence and innovative use of technology, which will be of enormous value to our expanded client base, not least in the public sector."
Henk Bosma, CEO of PinkRoccade comments: "Getronics offers us the opportunity to accelerate our aim to become the Dutch national champion and on top of this we will get access to the international network, client base, strategic alliances and the global Network and Desktop Outsourcing Services position of Getronics. We are very pleased to contribute our strengths in amongst others application services and data centre competence. As a result the combination will be able to provide a more compelling value proposition to our customers. The international network of Getronics, combining both companies' activities in the Netherlands and UK, and the combined strong recurring revenue base, will allow PinkRoccade, contrary to other alternatives which have been proposed, to accelerate its long-term strategic goals compared to a stand-alone situation."
Financial Terms of the Proposed Offer
The envisaged transaction is intended to be concluded through a recommended public offer by Getronics for all of the outstanding ordinary shares of PinkRoccade. The offer will consist of a combination of newly issued Getronics shares and a cash amount for each ordinary share PinkRoccade, as follows:
An exchange of 6 newly issued Getronics ordinary shares; and
EUR 4.10 in cash,
per PinkRoccade ordinary share
Based on the closing share price of Getronics on Friday 29 October, 2004 on Euronext Amsterdam, the offer values each ordinary share of PinkRoccade at EUR 13.82, representing a premium of 47% over the average closing price of PinkRoccade on Euronext Amsterdam over the last three months.
The intended offer values 100% of the outstanding share capital of PinkRoccade at EUR 338 million.
Application will be made for listing of the ordinary shares in Getronics offered to PinkRoccade shareholders as part of the offer on Euronext Amsterdam and these shares will rank pari passu with the existing Getronics ordinary shares. Getronics' intention is to seek to acquire 100% control of PinkRoccade by way of the offer and a subsequent legal merger. This legal merger would be pursued after settlement of the offer or alternatively a post-settlement squeeze out could be followed. The Company will seek a de-listing of PinkRoccade shares from Euronext as soon as practically possible.
In order to fund the cash element of the intended offer and to continue to be able to grow the business, including through acquisitions, Getronics has obtained commitments from its banks to increase its existing credit facilities for acquisitions, working capital, and general purposes with EUR 125 million.
The actual making of the intended public offer is subject to, inter alia, reaching definitive agreement on the intended offer, final confirmatory due diligence, obtaining advice from PinkRoccade and Getronics' respective Central Works Councils, relevant consents and regulatory approvals, including from the Dutch competition authorities, agreeing final financing documentation, and other, customary conditions.
The honouring of the intended offer, when made, will be subject to an 80% acceptance level, and other, customary conditions.
During the offer period, extraordinary general meetings of shareholders of PinkRoccade and Getronics will be held.
Parties will take further steps, including confirmatory due diligence, in the coming weeks to reach definitive agreement on the intended public offer.
Start of offer period and publication of offer document
Extraordinary General Meetings of shareholders of Getronics and PinkRoccade
Closing of the proposed offer
The Netherlands Authority for the Financial Markets (Autoriteit FinanciŽle Markten), Euronext Amsterdam NV, and the Social Economic Council (Sociaal Economische Raad) have been informed of the intended offer. The respective Works Councils have been asked for their advice.
Getronics has engaged NIBCapital as its financial advisor and listing agent and Greenberg Traurig as its legal advisor. PinkRoccade has engaged ABN AMRO Bank as its financial advisor and Allen & Overy as its legal advisor.
This announcement is a public announcement as meant within Section 9b, paragraph 2 under a of the Dutch Securities Supervision Decree (Besluit toezicht effectenverkeer 1995).
Amsterdam, 1 November 2004
Zoetermeer, 1 November 2004
Dit is natuurlijk zwaar KUT nu kunnen we (ik ben pinker) binnenkort in een witte Astra Station gaan rijden met zo'n grote blauwe GayTroNiks stikker er op.