This press release is issued jointly by DPA Group NV in liquidation and by New Horizons Holding B.V. This announcement 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. This press release contains inside information as meant in the European Market Abuse Regulation (596/2014).
New Horizons Holding acquires entire DPA business
21 September 2021
Following settlement of the public offer by New Horizons Holding B.V. ("NHH") on 30 July 2021 and the related post-acceptance period, NHH has now acquired the entire DPA business. As a result, DPA Group N.V. ("DGNV") is in liquidation. DGNV will make an advance liquidation payment to its shareholders of EUR 1.70 (excluding taxes) on 28 September 2021. The DPA business will be continued unchanged by DPA Group B.V.
Asset Sale
On 21 September 2021 DGNV sold the entire business operation including all its assets and liabilities to DPA Group B.V., a wholly-owned subsidiary of NHH. The transfer of the DPA business occurred on the same day. In return, the purchase price amounting to EUR 79,845,935 (equal to the valuation of DGNV under the public offer of NHH) has been paid to DGNV. This transaction was approved by DGNV's extraordinary general meeting of shareholders ("EGM") held on 16 July 2021 with a 99.5% majority vote.
This transaction does not affect the DPA business in any way. The business (including employees, clients and other business relationships) will be continued by DPA Group B.V. in full, under 100% (indirect) ownership of Gilde Equity Management and TBL Investments.
Liquidation
The EGM had also resolved to put DGNV into liquidation automatically upon the completion of the asset sale transaction. In line with statutory law, DGNV will continue to exist for purposes of its liquidation and the current board of directors of DGNV will act as the liquidators of the company for the time being.
As a first step, DGNV will make an advance liquidation payment to its shareholders of EUR 1.70 minus a withholding for relevant taxes (amounting to 4.7 eurocent per share, so therefore a net amount of EUR 1.653). The ex-date for this payment is foreseen on 24 September 2021, the record date on 27 September 2021 and the payment is expected to be made on 28 September 2021.
Following the advance liquidation payment, the liquidators of DGNV will work towards preparing a final plan of liquidation and distribution. This process is expected to take a few months.
For the time being, the DGNV shares will continue to trade on Euronext Amsterdam. The future of DGNV will be decided and announced in due course.
For more information
More information about the transaction described herein and the liquidation is set out in the offer memorandum of NHH and TBL Investments and the position statement of DGNV dated 2 June 2021 and the convocation notice of the EGM held on 16 July 2021.
About DPA
DPA holds a top-3 position in specialist in secondment solutions in its chosen niche markets in the Netherlands. These services are a value add solution for any organization looking for professionals with specialized knowledge and skills at short notice. Our employees use this experience to help fast-track their careers and development and to grow in their respective fields. DPA offers its employees the opportunity to be passionate about their work and to continuously work on their professional and personal development.
At DPA, we supply only the very best professionals, both to resolve complex issues and complete temporary assignments. We have segmented our services into 12 areas of expertise: supply chain & logistics, banking & insurance, legal, tax, privacy & information security, social domain, IT, engineering, finance & control, facility, procurement, compliance & risk.
Fast and secure: based on our knowledge of clients and our experience, we make a careful selection from our pool of more than 1,000 DPA professionals and our network of independent specialists. We then assign our professionals to take on challenging projects with high-profile clients.
Since we ensure that our highly qualified professionals develop their knowledge and skills on an ongoing basis, our clients value us as a proactive knowledge partner that always provides them with the specialist expertise they need with effective solutions to future challenges. Further information is available at www.dpa.nl
About Gilde Equity Management
Gilde is one of the most prominent independent private equity firms in the Benelux with c. EUR 1.5 billion under management, entrusted by blue chip institutional investors through funds with a long-term investment horizon. Gilde participates in companies run by entrepreneurial management teams with strong growth ambitions. Over the years, Gilde has invested in a large number of companies with activities in a wide range of sectors, including in particular the consulting and staffing industry (examples being Actief Interim, Conclusion, Eiffel, EV-Box, Famed, Future Groep and Nspyre). Gilde actively supports its portfolio companies in the pursuit of its ambitious growth plans, including organic and buy-and-build opportunities. Further information is available at www.gembenelux.com.
Disclaimers
The information in this press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this press release should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NHH and DGNV 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 NHH nor DPNV, nor any of their advisers, assumes any responsibility for any violation of any of these restrictions. Any shareholder of DPNV who is in any doubt as to his or her position should consult an appropriate professional adviser without delay.
Certain statements in this press release may be considered "forward-looking statements". Forward-looking statements include those preceded by, followed by or that include the words "anticipated," "expected" or similar expressions. These forward-looking statements speak only as of the date of this press release. Although NHH and DGNV 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 forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Neither NHH nor DGNV nor any of their advisers, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of NHH and DGNV expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
