• Nolet and Lucas Bols to create Dutch champion in the global spirits and cocktail market
• Cash amount of EUR 18.00 per share reflects a significant premium of approximately 76%
• Delivers immediate, certain and attractive value to the Shareholders of Lucas Bols
• Lucas Bols Boards unanimously recommend Shareholders to accept the Offer and tender their Shares
• Acceptance Period runs from 13 December 2023 to 7 February 2024. Completion of the Offer is expected in Q1 2024
Schiedam, Amsterdam, the Netherlands, 12 December 2023 - With reference to the publication of the Offer Memorandum today, HollandsGlorie B.V. (the "Offeror" or "Nolet", an affiliate of Nolet Holding B.V.) and Lucas Bols N.V. (the "Company" or "Lucas Bols"), are pleased to jointly announce that Nolet is making a recommended public cash offer (the "Offer") to all holders of issued and outstanding ordinary shares in the capital of Lucas Bols (the "Shares", and each holder of such Shares a "Shareholder") of an amount in cash of EUR 18.00 (cum dividend, without interest) (the "Consideration") per Share. Shareholders can tender their Shares between 13 December 2023 and 7 February 2024 (the "Offer Period"). The extraordinary general meeting of Shareholders in connection with the Offer will take place on 24 January 2024 (the "EGM").
With the Consideration, Shareholders receive a premium of approximately 76% to the Company's last unaffected closing price per Share on 6 October 2023. This delivers immediate, certain and attractive value to the Shareholders of the Company. As such, the Offer provides the Shareholders the opportunity to monetise on their current investment and realise immediate value for their Shares, reflecting the Company's potential at an attractive price and a considerable premium. The Offer values 100% of the Shares at approximately EUR 269.5 million.
The management board (the "Management Board") and supervisory board (the "Supervisory Board", and together with the Management Board, the "Boards") of Lucas Bols consider the Transaction (as defined below) to be in the best interest of the Company and the sustainable, long-term success of its business, especially taking into account the interests of all the Company's stakeholders, including its shareholders. The Boards unanimously support the Transaction and recommend the Shareholders to accept the Offer, tender their Shares pursuant to the Offer and vote in favour of the resolutions to be proposed at the EGM (the "Resolutions").
Huub van Doorne, CEO of Lucas Bols: "The launch of the offer today marks an important next step in the process and we recommend our shareholders to tender their shares and vote in favour of the Resolutions at the EGM. Together with Nolet we can continue our journey of growing Lucas Bols and our brands in the international cocktail markets. Nolet, with its own long history and family culture, fully understands what is necessary to continuously strengthen, partly centuries-old, brands for generations to come. This by further investing in brands, innovation and growth. We are therefore very much looking forward to continuing our journey together to create a Dutch champion in the global spirits and cocktail market."
Transaction highlights
• Recommended public cash offer by Nolet to all holders of issued and outstanding ordinary shares in the capital of Lucas Bols of an amount in cash of EUR 18.00 (cum dividend, without interest) per Share.
• The Offer Period runs from 13 December 2023 at 09:00 hours CET to 7 February 2024 at 17:40 hours CET, and may be extended in accordance with the Decree. The Offeror may announce a post-acceptance period of two weeks if the Offer is declared unconditional (the "Post-Acceptance Period"). Completion of the Offer is expected in Q1 2024.
• Lucas Bols will hold the EGM on 24 January 2024.
• The Offeror and its Affiliates (the "Offeror's Group") have been a shareholder of Lucas Bols since its listing and already hold approximately 29.9% of the shares.
• The CEO, CFO and the Chairman of the Supervisory Board of Lucas Bols, who in the aggregate currently hold 5.4% of the Shares, have undertaken to irrevocably tender their Shares under the Offer.
• The Boards of Lucas Bols unanimously recommend the Shareholders to tender their Shares and vote in favour of the Resolutions (as defined below) at the EGM.
• Nolet and Lucas Bols have agreed to certain non-financial covenants (the "Non-Financial Covenants"), as described in the Offer Memorandum.
• The Offeror will fully finance the transaction from cash resources available within the Offeror's Group, providing very high deal certainty.
• The Offer is subject to certain conditions, including an acceptance threshold of 70% (the "Acceptance Threshold").
• If the Offeror obtains 95% or more of the Shares, it will initiate Statutory Buy-Out Proceedings (as defined below). If the Offeror obtains between 80% and 95% of the Shares it intends to implement a Post-Closing Restructuring Measure (as defined below), subject to Shareholder approval at the EGM (the Offer, together with any Statutory Buy-Out Proceedings or Post-Closing Restructuring Measure, the "Transaction").
• More information on the Offer is included in the Offer Memorandum issued by Nolet and the position statement of Lucas Bols (the "Position Statement"), both published today and to be found at: https://www.noletdistillery.com/en/public-offer/ and https://www.lucasbols.com/public-offer.
Lucas Bols
Paulus Potterstraat 14
1071 CZ Amsterdam
The Netherlands
The Settlement Agent
ABN AMRO Bank N.V.
Corporate Broking and Issuer Services HQ7212
Gustav Mahlerlaan 10
1082 PP Amsterdam, The Netherlands
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