This is a joint press release by B&S Group S.A. ("B&S" or the "Company") and ELBF Investments Netherlands B.V. (the "Offeror"), an affiliate of Sarabel Invest S.à r.l. and/or Sarabel II B.V. ("Sarabel"). This joint press release is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014) (the "MAR"), and Section 4, paragraphs 1 and 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the announced recommended public offer by the Offeror for all the issued and outstanding share capital of B&S (the "Offer", together with the transactions contemplated in connection therewith the "Transaction"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM") which has been published on 17 September 2025, and subject to the restrictions set forth therein. Terms not defined in this joint press release will have the meaning as set forth in the Offer Memorandum. This joint press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Amsterdam, the Netherlands / Mensdorf, G-D Luxembourg, 25 November 2025 - The Offeror and B&S jointly announce that, as the Offeror's Group now holds more than 95% of the Shares following Settlement that took place yesterday, 24 November 2025, the listing and trading of the Shares on Euronext Amsterdam will be terminated. In consultation with Euronext Amsterdam, it has been decided that the last day of trading of the Shares will be on 22 December 2025. This means that the termination of the Shares shall be effective as of 23 December 2025. Reference is made to Section 6.14 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
Post-Acceptance Period
The Post-Acceptance Period (na-aanmeldingstermijn) started on 19 November 2025, at 09:00 hours CET and will end on 2 December, at 17:40 hours CET.
The Offeror will publicly announce the results of the Post-Acceptance Period and the total number and total percentage of Shares to be held by it, in accordance with Article 17, Paragraph 4, of the Decree, ultimately on the third (3rd) Business Day following the last day of the Post-Acceptance Period. In the Post-Acceptance Period, the Offeror will continue to accept against payment of the Consideration all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and Settlement shall take place no later than the fourth (4th) Business Day after the last day of the Post-Acceptance Period. The procedure for Shareholders to tender their Shares during the Post-Acceptance Period is the same as during the Offer Period.
During the Post-Acceptance Period, no withdrawal rights will apply to Shares tendered during such Post-Acceptance Period or to Shares tendered under the Offer on or prior to the Closing Time and accepted by the Offeror.
Post-Closing Restructuring Measure
Post-Closing Asset Sale and Liquidation
As the Acceptance Threshold was met at the Closing Date and the Offer has been declared unconditional (gestand gedaan), the Offeror has elected to proceed with the proposed Post-Closing Asset Sale and Liquidation as the Post-Closing Restructuring Measure, and after and subject to (i) Settlement having occurred and (ii) the Asset Sale Resolutions having been adopted (subject to a majority requirement of 85% of the votes cast at the Asset Sale EGM on 4 December 2025) and being in full force and effect, the Offeror will implement the Post-Closing Asset Sale and Liquidation in accordance with and as described in more detail in Section 6.14.5 (Post-Closing Asset Sale and Liquidation) of the Offer Memorandum.
Statutory Squeeze-Out
As following Settlement, the Offeror directly holds at least 95% of both the share capital carrying voting rights of the Company and 95% of the voting rights in the Company, the Offeror also has the option under the Luxembourg Squeeze-Out and Sell-Out law to require the transfer of the Shares held by the remaining Shareholders to the Offeror for a fair price (the "Statutory Squeeze-Out") in accordance with and as described in more detail in Section 6.14.4 (Statutory Squeeze-Out) of the Offer Memorandum. If the Offeror would elect to pursue the Statutory Squeeze-Out, it will make a public announcement.
Further implications of the Offer being declared unconditional
Remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review the Sections of the Offer Memorandum that explain the intentions of the Offeror, such as (but not limited to) Section 6.14 (Consequences of the Offer for non-tendering Shareholders) and Section 10.3 (Dutch and Luxembourg Tax aspects for Shareholders who did not tender their Shares under the Offer), which describes certain implications to which such Shareholders may become subject with their continued shareholding in B&S.
Offer Memorandum, Position Statement and further information
This press release contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this press release is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Announcements
Any further announcements contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror or Sarabel will be made available on the website https://sarabel.com/. Any press release issued by B&S will be made available on the website https://www.bs-group-sa.com/.
Subject to any applicable requirements of the Law and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to make any public announcement other than as described above and in Section 5.14 (Announcements) of the Offer Memorandum.
For more information, please contact:
Contact details B&S
Investor relations: Simone Pijper-van den Eertwegh
E: investor.relations@bs-group-sa.com
Contact details Sarabel
E. info@sarabel.com
General restrictions
This joint press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
The information in this joint press release is not intended to be complete. This joint press release is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This joint press release does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror and the Company disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Company, nor the Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders who are in any doubt as to their position should consult an appropriate professional adviser without delay. This joint press release is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including in or to the United States.
Sarabel and B&S and their respective affiliates or brokers (acting as agents for Sarabel, B&S or their affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase Shares before or during the period in which the Offer remains open for acceptance. Any such purchases may occur either in the open market at prevailing prices or in private transaction at negotiated prices. To the extent required in the Netherlands, any information about such purchases will be made public in the Netherlands in the manner required by Dutch law. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release. In addition, affiliates of the financial advisers to Sarabel and B&S may engage in ordinary course trading activities in the Shares, which may include purchases or arrangements to purchase such Shares.
Forward looking statements
This press release may include "forward-looking statements" and language that indicates trends, such as "anticipated" and "expected". Although the Company and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
Amsterdam, the Netherlands / Mensdorf, G-D Luxembourg, 25 November 2025 - The Offeror and B&S jointly announce that, as the Offeror's Group now holds more than 95% of the Shares following Settlement that took place yesterday, 24 November 2025, the listing and trading of the Shares on Euronext Amsterdam will be terminated. In consultation with Euronext Amsterdam, it has been decided that the last day of trading of the Shares will be on 22 December 2025. This means that the termination of the Shares shall be effective as of 23 December 2025. Reference is made to Section 6.14 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
Post-Acceptance Period
The Post-Acceptance Period (na-aanmeldingstermijn) started on 19 November 2025, at 09:00 hours CET and will end on 2 December, at 17:40 hours CET.
The Offeror will publicly announce the results of the Post-Acceptance Period and the total number and total percentage of Shares to be held by it, in accordance with Article 17, Paragraph 4, of the Decree, ultimately on the third (3rd) Business Day following the last day of the Post-Acceptance Period. In the Post-Acceptance Period, the Offeror will continue to accept against payment of the Consideration all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and Settlement shall take place no later than the fourth (4th) Business Day after the last day of the Post-Acceptance Period. The procedure for Shareholders to tender their Shares during the Post-Acceptance Period is the same as during the Offer Period.
During the Post-Acceptance Period, no withdrawal rights will apply to Shares tendered during such Post-Acceptance Period or to Shares tendered under the Offer on or prior to the Closing Time and accepted by the Offeror.
Post-Closing Restructuring Measure
Post-Closing Asset Sale and Liquidation
As the Acceptance Threshold was met at the Closing Date and the Offer has been declared unconditional (gestand gedaan), the Offeror has elected to proceed with the proposed Post-Closing Asset Sale and Liquidation as the Post-Closing Restructuring Measure, and after and subject to (i) Settlement having occurred and (ii) the Asset Sale Resolutions having been adopted (subject to a majority requirement of 85% of the votes cast at the Asset Sale EGM on 4 December 2025) and being in full force and effect, the Offeror will implement the Post-Closing Asset Sale and Liquidation in accordance with and as described in more detail in Section 6.14.5 (Post-Closing Asset Sale and Liquidation) of the Offer Memorandum.
Statutory Squeeze-Out
As following Settlement, the Offeror directly holds at least 95% of both the share capital carrying voting rights of the Company and 95% of the voting rights in the Company, the Offeror also has the option under the Luxembourg Squeeze-Out and Sell-Out law to require the transfer of the Shares held by the remaining Shareholders to the Offeror for a fair price (the "Statutory Squeeze-Out") in accordance with and as described in more detail in Section 6.14.4 (Statutory Squeeze-Out) of the Offer Memorandum. If the Offeror would elect to pursue the Statutory Squeeze-Out, it will make a public announcement.
Further implications of the Offer being declared unconditional
Remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review the Sections of the Offer Memorandum that explain the intentions of the Offeror, such as (but not limited to) Section 6.14 (Consequences of the Offer for non-tendering Shareholders) and Section 10.3 (Dutch and Luxembourg Tax aspects for Shareholders who did not tender their Shares under the Offer), which describes certain implications to which such Shareholders may become subject with their continued shareholding in B&S.
Offer Memorandum, Position Statement and further information
This press release contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this press release is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Announcements
Any further announcements contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror or Sarabel will be made available on the website https://sarabel.com/. Any press release issued by B&S will be made available on the website https://www.bs-group-sa.com/.
Subject to any applicable requirements of the Law and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to make any public announcement other than as described above and in Section 5.14 (Announcements) of the Offer Memorandum.
For more information, please contact:
Contact details B&S
Investor relations: Simone Pijper-van den Eertwegh
E: investor.relations@bs-group-sa.com
Contact details Sarabel
E. info@sarabel.com
General restrictions
This joint press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
The information in this joint press release is not intended to be complete. This joint press release is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This joint press release does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror and the Company disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Company, nor the Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders who are in any doubt as to their position should consult an appropriate professional adviser without delay. This joint press release is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including in or to the United States.
Sarabel and B&S and their respective affiliates or brokers (acting as agents for Sarabel, B&S or their affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase Shares before or during the period in which the Offer remains open for acceptance. Any such purchases may occur either in the open market at prevailing prices or in private transaction at negotiated prices. To the extent required in the Netherlands, any information about such purchases will be made public in the Netherlands in the manner required by Dutch law. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release. In addition, affiliates of the financial advisers to Sarabel and B&S may engage in ordinary course trading activities in the Shares, which may include purchases or arrangements to purchase such Shares.
Forward looking statements
This press release may include "forward-looking statements" and language that indicates trends, such as "anticipated" and "expected". Although the Company and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
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