( May 20, 2009, 17:00 GMT | Official Statement) -- Extract: ERIKS N.V. (formerly known as ERIKS Group N.V., "ERIKS") and SHV Holdings N.V. ("SHV") jointly announce that they have reached a conditional agreement in connection with a public offer by SHV for all outstanding shares of ERIKS at an offer price of EUR 48.00 (the "Offer Price") per ordinary share in cash (the "Offer").SHV Holdings N.V. intends to make a recommended cash offer of EUR 48.00 per ordinary share for ERIKS N.V.<br /> <br /> • The offer price represents a 72.5% premium to ERIKS’ closing share price on 6 May 2009<br /> • ERIKS’ Supervisory Board and Executive Board unanimously support and recommend the intended offer by SHV Holdings N.V.<br /> <br /> Alkmaar and Utrecht<br /> <br /> ERIKS N.V. (formerly known as ERIKS Group N.V., "ERIKS") and SHV Holdings N.V. ("SHV") jointly announce that they have reached a conditional agreement in connection with a public offer by SHV for all outstanding shares of ERIKS at an offer price of EUR 48.00 (the "Offer Price") per ordinary share in cash (the "Offer"). The Supervisory Board and the Executive Board of ERIKS (the "Boards") unanimously support the Offer and believe the Offer is in the best interests of ERIKS and its shareholders and unanimously recommend that ERIKS’ shareholders accept the Offer when made.<br /> <br /> Commenting on the Offer, Jan van der Zouw, Chief Executive Officer of ERIKS said:<br /> <br /> "ERIKS is excited by the prospect of having SHV as new long-term shareholder. SHV is fully committed to supporting us in our strategy to further develop the group. Both the Supervisory Board and the Executive Board of ERIKS fully support this transaction as we are convinced it is beneficial to ERIKS' employees, customers, suppliers and shareholders."<br /> Commenting on the Offer, Pat Kennedy, Chief Executive Officer of SHV said:<br /> <br /> “SHV has been seeking growth opportunities that fit with the company's investment criteria. ERIKS is an attractive and well-managed business. ERIKS is a proven and reliable partner in the supply of a wide range of mechanical engineering components and associated technical and logistics services to industrial customers across an extensive variety of sectors. ERIKS management has a successful track record in pursuing organic growth and growth through acquisitions in a number of key European markets. SHV is fully committed to the ongoing future growth of ERIKS in both existing and new markets into the future.” For further information please contact Mr. J. van der Zouw, CEO and/or Mr. J.G. de Boer, CFO<br /> <br /> Large shareholders<br /> <br /> The intended Offer is also supported by large shareholders, including Delta Lloyd, Delta Deelnemingen Fonds, Darlin N.V., Navitas B.V., Parcom Capital B.V. and Kempen Capital Management (Orange Fund and Orange Oranje Participaties). These large shareholders have entered into irrevocable undertakings to tender their shares under the Offer, when it is made, at the Offer Price and on the same terms and conditions applicable to the Offer as will be set out in the offer memorandum. ERIKS and SHV have not provided any other information to these large shareholders than that which will be included in the offer memorandum. The irrevocable undertakings to tender the shares in ERIKS include certain customary undertakings and conditions, including that the large shareholders will only be entitled to tender their shares to a bona fide third-party offeror under a competing offer as defined in such irrevocable undertaking (including a threshold of 15%). The shares committed represent approximately 52% of the outstanding shares.<br /> <br /> Offer highlights<br /> <br /> The Offer will be a cash offer for all the outstanding ordinary shares of ERIKS. Based on the Offer Price of EUR 48.00 per ordinary share, the fully diluted share capital (excluding any 2008 stock dividend) of ERIKS is valued at approximately EUR 518.4 million. No (interim) 2009 dividends are expected to be declared prior to completion of the Offer. The Offer Price represents compelling value to ERIKS’ shareholders and represents a 72.5% premium over the closing price of 6 May 2009.<br /> <br /> Certain funds statement SHV<br /> <br /> With reference to article 7 paragraph 4 of the Dutch Decree on Public Takeover Bids, SHV will fulfil its obligations under the Offer from cash resources which are currently available within the SHV Group.<br /> <br /> Pre-Offer and Offer conditions<br /> <br /> SHV will make the Offer subject to the satisfaction or waiver of certain pre-offer conditions customary for a transaction of this kind, such as complying with the notification procedures pursuant to the Dutch Merger Code (SER-besluit Fusiegedragsregels 2000), obtaining works council advice, no termination of the conditional agreement and the absence of a material adverse effect. When the Offer has been made, declaring the Offer unconditional will be subject to the satisfaction or waiver of certain offer conditions customary for transactions of this kind, such as EU merger control approval, the absence of a public announcement of a Competing Offer and the absence of a material adverse effect. Furthermore, the number of tendered shares, together with the shares held by or committed in favor of SHV, must represent at least 80% of the issued share capital of ERIKS which percentage can be waived by SHV, provided that SHV can not waive such acceptance condition without the prior approval of ERIKS if the shares tendered under the Offer, together with the shares held by or committed in favor of SHV or any of its affiliated undertakings, do not represent at least 66.67% of the issued share capital of ERIKS.<br /> <br /> Competing Offer<br /> <br /> ERIKS may terminate the conditional agreement with SHV in the event that a bona fide third-party offeror makes an offer which is, in the reasonable opinion of the Boards, a more beneficial offer than the Offer and which exceeds the Offer Price by 10% (a "Competing Offer"). In the event of a Competing Offer, SHV will be given the opportunity to revise its Offer. If this revised Offer by SHV is at least equal to the Competing Offer, ERIKS may not terminate the conditional agreement with SHV. The same is true for any subsequent Competing Offers. If such Competing Offer is declared unconditional ERIKS shall pay to SHV a fee which is equal to EUR 2,250,000, as compensation for opportunity costs and other costs incurred by SHV in connection with the Offer.<br /> <br /> Process and indicative timetable<br /> <br /> The Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), the Social-Economic Council (Sociaal-Economische Raad), all relevant competition authorities and relevant trade unions will be informed of the Offer. The relevant works councils of ERIKS and SHV will be consulted and, if appropriate, requested for advice.<br /> <br /> SHV intends to make the Offer prior to 30 June 2009. ERIKS will hold an EGM in connection with the Offer in due course.<br /> <br /> If the Offer is declared unconditional, it is intended that ERIKS’ shares will be delisted from Euronext Amsterdam as soon as possible.<br /> <br /> Future strategy and governance<br /> <br /> As a result of the transaction the existing rights and benefits of ERIKS’ employees will not be affected. The current members of ERIKS’ Executive Board will continue as members of the Executive Board after settlement. ERIKS’ Supervisory Board will, subject to and effective per settlement, comprise two members of ERIKS’ current Supervisory Board and four new members nominated by SHV, provided that the two members of ERIKS’ current Supervisory Board will have a veto right with respect to any post-settlement corporate restructuring steps of ERIKS (if any).<br /> <br /> As long as ERIKS’ shares are listed on Euronext Amsterdam, SHV and ERIKS will ensure that ERIKS shall continue to comply (which might include explain) with the Dutch corporate governance code.<br /> <br /> SHV supports ERIKS’ business strategy as set out in ERIKS’ 2008 annual report. After settlement, SHV intends to grow the business in a manner that reflects ERIKS’ business strategy.<br /> <br /> Advisors MeesPierson Corporate Finance & Capital Markets is acting as financial advisor and De Brauw Blackstone Westbroek N.V. is acting as legal advisor to ERIKS.<br /> ING Corporate Finance is acting as financial advisor and Allen & Overy LLP is acting as legal advisor to SHV.<br /> <br /> Further information<br /> <br /> The information in this press release is not intended to be complete. Explicit reference is made to the offer memorandum for further information, which is expected to be published prior to 30 June 2009 and which will contain details of the Offer. ERIKS’ shareholders are advised to review the offer memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the content of the offer memorandum and the Offer itself.<br /> Enquiries<br /> <br /> ERIKS<br /> For further information please contact Mr. J. van der Zouw, CEO, and/or Mr. J. de Boer, CFO.<br /> <br /> SHV<br /> Further announcements will follow as circumstances require. Reference is made to SHV's website: www.shv.nl.<br /> <br /> ERIKS profile<br /> <br /> ERIKS is an international industrial service provider offering a wide range of high-quality mechanical engineering components and associated technical and logistics services. ERIKS is the Dutch holding company of a group of technical distribution companies. ERIKS is listed on the Euronext Amsterdam stock exchange. Sales of EUR 1,131.5 million were achieved in 2008 with an average workforce of 5,138 people. The net result in 2008 was EUR 52.5 million. Reference is made to ERIKS website: www.eriks.com.<br /> <br /> SHV profile<br /> <br /> SHV originated in 1896 in the Netherlands from a merger between a number of large coal trading companies, some of which had been active since the 18th century. SHV is a privately held family company which aims to maintain its strong position in a number of operational activities and selected investment activities. SHV is active in LPG trade and distribution (SHV Gas), cash and carry wholesale (Makro), heavy lifting and transport activities (Mammoet), provision of private equity (NPM Capital), investing in exploration, development and production of oil and gas (Dyas), and renewable energy (The Clean Energy Company). SHV is present in 45 countries on all continents and employs about 38,000 people. SHV’s net earnings in 2008 amounted to € 1,382 million (2007: € 569 million). Earnings included extraordinary income of € 872 million as a result of the divestment of The David J. Joseph Company, active in the USA in metals recycling, and the Makro cash and carry wholesale activities in China, Pakistan and Indonesia. Reference is made to SHV’s website: <a href="http://www.shv.nl">www.shv.nl</a>....