• EUR 6.15 (cum dividend) per share in cash represents a premium of 56.9% to the Company's closing share price on 3 April 2025 and a 51.8% premium over the 1-month VWAP, a 50.2% premium over the 3-months VWAP, and a 45.9% premium over the 6-months VWAP
• Sarabel, together with its 100% shareholder Mr W.A. Blijdorp, currently holds a majority interest of 70.47% of the issued and outstanding shares in B&S
• B&S and Sarabel share the view that it will be in the best interest of B&S to continue under private ownership and that the Offer provides minority shareholders with an attractive liquidity event
• Offer is unanimously recommended by B&S' executive board and supervisory board, and supported by a fairness opinion from Coöperatieve Rabobank U.A.
• Sarabel Invest S.à r.l and 4 private investors with current or former leadership positions in the B&S-group that hold shares in B&S (not being members of the executive and supervisory board), have each committed to tender their shares in B&S in the Offer and vote in favour of the resolutions in connection with the Transaction
• Sarabel has fully committed financing in place providing certainty of funds and high deal certainty, and will fund the Transaction through a combination of equity and debt
• B&S and Sarabel have agreed that a significant number of minority shareholders should support the Transaction, which is reflected in the 85%-majority requirement for the Asset Sale
• Sarabel supports the business strategy of the B&S-group and has committed to a set of attractive non-financial covenants to promote the sustainable success of the businesses of B&S
Mensdorf, Luxembourg, 4 April 2025 - B&S and Sarabel are pleased to announce that a conditional agreement (the "Merger Agreement") has been reached on a recommended full public offer (volledig openbaar bod) to be made by the Offeror for all issued and outstanding shares in the share capital of B&S (each a "Share") at an offer price of EUR 6.15 (cum dividend) per Share (the "Offer Price"), with a view to the Offeror acquiring full control and ownership of the Company and delisting the Shares from Euronext Amsterdam. This will enable B&S to further enhance the sustainable and long-term success of its business under the private ownership of the Offeror. The executive board and supervisory board of B&S believe the Transaction is in the best interest of B&S, its shareholders, employees, customers, debt providers and other stakeholders.
Peter van Mierlo, CEO of B&S and Derk Doijer, Chair of the supervisory board of B&S: "We believe it is in the best interest of the Company to be privately held. This ownership structure will also expedite the implementation of the strategy towards autonomous and accountable segments. Furthermore, in the last 2,5 years we have learned that given the Company's culture and business model, unity of leadership is important to execute on the strategy."
Download full press release:
https://www.bs-group-sa.com/uploads/04-04-2025-joint-press-release-sarabel-b-s-group.pdf
• Sarabel, together with its 100% shareholder Mr W.A. Blijdorp, currently holds a majority interest of 70.47% of the issued and outstanding shares in B&S
• B&S and Sarabel share the view that it will be in the best interest of B&S to continue under private ownership and that the Offer provides minority shareholders with an attractive liquidity event
• Offer is unanimously recommended by B&S' executive board and supervisory board, and supported by a fairness opinion from Coöperatieve Rabobank U.A.
• Sarabel Invest S.à r.l and 4 private investors with current or former leadership positions in the B&S-group that hold shares in B&S (not being members of the executive and supervisory board), have each committed to tender their shares in B&S in the Offer and vote in favour of the resolutions in connection with the Transaction
• Sarabel has fully committed financing in place providing certainty of funds and high deal certainty, and will fund the Transaction through a combination of equity and debt
• B&S and Sarabel have agreed that a significant number of minority shareholders should support the Transaction, which is reflected in the 85%-majority requirement for the Asset Sale
• Sarabel supports the business strategy of the B&S-group and has committed to a set of attractive non-financial covenants to promote the sustainable success of the businesses of B&S
Mensdorf, Luxembourg, 4 April 2025 - B&S and Sarabel are pleased to announce that a conditional agreement (the "Merger Agreement") has been reached on a recommended full public offer (volledig openbaar bod) to be made by the Offeror for all issued and outstanding shares in the share capital of B&S (each a "Share") at an offer price of EUR 6.15 (cum dividend) per Share (the "Offer Price"), with a view to the Offeror acquiring full control and ownership of the Company and delisting the Shares from Euronext Amsterdam. This will enable B&S to further enhance the sustainable and long-term success of its business under the private ownership of the Offeror. The executive board and supervisory board of B&S believe the Transaction is in the best interest of B&S, its shareholders, employees, customers, debt providers and other stakeholders.
Peter van Mierlo, CEO of B&S and Derk Doijer, Chair of the supervisory board of B&S: "We believe it is in the best interest of the Company to be privately held. This ownership structure will also expedite the implementation of the strategy towards autonomous and accountable segments. Furthermore, in the last 2,5 years we have learned that given the Company's culture and business model, unity of leadership is important to execute on the strategy."
Download full press release:
https://www.bs-group-sa.com/uploads/04-04-2025-joint-press-release-sarabel-b-s-group.pdf
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