Accell halts Pon takeover talks over “future value” disagreement

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The Accell Group has halted discussions with Pon Holdings, outlining that discussions had brought to light that the “future value” and “expected synergies” had not lined up as expected.

Hielke Sybesma, interim-Chairman of the Executive Board: “Having studied every important aspect of the offer, the Supervisory Board and the Executive Board have come to the joint conclusion that Pon Holding’s offer does not sufficiently reflect the future value creation of Accell Group and the expected synergies. It has also become clear that the offer lacks sufficient support from shareholders. The reference we used for our assessment of the proposal was the roll-out of our refined strategy and the value this will enable us to create, as well as the interests of all stakeholders. Based on this we will currently discontinue the talks with Pon Holdings.”

Having conducted a number of discussions on the original offer, Pon Holdings subsequently indicated on 29 April last it wanted to raise its indicative offer with one euro to € 33,- per share in cash (excluding the dividend of € 0.72 for 2016) while maintaining the remaining terms of its proposal. However, this increase did not significantly affect the assessment of the proposal.

The starting point of the Supervisory Board and the Executive Board of Accell Group is the successful roll-out of our refined strategy in a stand-alone scenario. To the Supervisory Board and the Executive Board of Accell Group, Pon Holding’s (increased) indicative offer price constitutes inadequate recognition of the future value Accell Group can create independently. This currently does not give them the confidence that continuation of talks with Pon Holdings could lead to a final proposal that could count on sufficient support from shareholders