DGAP-News: Teleplan International N.V.: Gilde announces voluntary public takeover offer for all shares in Teleplan

Teleplan International N.V. / Key word(s): Offer

29.11.2010 07:00
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P R E S S R E L E A S E

This is a joint public announcement by Gilde Buy-Out Fund IV (–Gilde–) and
Teleplan International N.V. (–Teleplan–).

Gilde announces voluntary public takeover offer for all shares in Teleplan

– Offer price of 2.50 euro per share; a premium of 28% on the closing
share price of 1.96 euro on Friday November 26, 2010.

– Teleplan–s largest shareholders representing more than 53% of the
currently issued and outstanding share capital have irrevocably
committed to tender their shares.

– Voluntary public takeover offer supported by management board and
supervisory board of Teleplan.

– Gilde supports Teleplan–s growth strategy and the proposed acquisition
will contribute to the accelerated realization of this strategy.

Utrecht and Schiphol/Amsterdam, the Netherlands, 29 November 2010 –
Teleplan International N.V. (SDAX, ISIN: NL0000229458), the leading global
provider of high-tech after-market services for the Computer,
Communications and Consumer Electronics industries and Gilde, one of
Europe–s leading mid-market private equity investors, announced that they
have signed a Merger Protocol which aims at a strategic cooperation as well
as Gilde becoming a majority shareholder of Teleplan. To this end, Gilde
intends to launch a voluntary public takeover offer to Teleplan
shareholders at an offer price of 2.50 euro per share. The intended offer
will be supported by Teleplan–s management board and supervisory board.

Strategic rationale

The intended offer will have a number of advantages for Teleplan, its
shareholders, employees, customers and other stakeholders. The intended
offer gives current Teleplan shareholders the opportunity to sell their
investment in Teleplan at an attractive premium. As a long term investor
Gilde supports the overall growth strategy of Teleplan. Gilde will provide
Teleplan with financial resources and expertise to accelerate its growth
strategy, which comprises both organic growth and growth through
acquisitions. –We are very pleased to have in Gilde a stable and
financially solid shareholder to bring Teleplan to the next level–,
commented Teleplan–s CEO Gotthard Haug on the public takeover offer.

Commenting on the takeover offer, Nikolai Pronk, partner at Gilde Buy Out
Partners, which advises Gilde Buy-Out Fund IV, said –Gilde is looking
forward to becoming a majority shareholder in Teleplan and having the
opportunity to work with management and supporting the company with its
growth strategy and further improvement of Teleplan–s lifecycle care
solutions for electronics–.

Recommendation

After having thoroughly considered the strategic, financial and social
aspects of the proposed transaction, both the supervisory board and the
management board of Teleplan, which are being advised by ABN AMRO Bank
N.V., support the intended public offer and its terms and conclude that the
offer is in the best interest of the shareholders and all other
stakeholders of Teleplan. The supervisory board and the management board
recommend that Teleplan shareholders accept the intended offer.

Voluntary public takeover details

Gilde, through AMS Acquisition B.V., an acquisition company controlled by
it, intends to launch avoluntary public takeover offer in cash for all
outstanding Teleplan shares at the price of 2.50 euro per share. This price
represents:

– A 28% premium on the latest closing price of 1.96 euro on Friday
November 26, 2010.

– A 28% premium on the (volume) weighted average share price of the last
90 trading days of 1.96 euro.

– A 26% premium on the (volume) weighted average share price of the last
24 months trading of 1.98 euro.

– The acceptance period for the offer is expected to begin in January
2011 after approval of the submitted offer document by the German
Federal Financial Supervisory Board Authority (BaFin).

– Gilde anticipates completing the offer in February 2011.

The largest shareholders, representing a total of more than 53% of the
currently issued and outstanding share capital, have irrevocably committed
to tender their shares on the first day of the acceptance period in
accordance with the terms and conditions of the offer. The members of the
management board and supervisory board have agreed to tender a combined
stake of approximately 1%.

The offer will be subject to an offer acceptance level of at least 75% of
the current fully diluted share capital of Teleplan, as well as other
customary conditions to be outlined in the offer document.

AMS Acquisition B.V. will be financed through equity which will be provided
by Gilde as well as by debt facilities from Rabobank and ABN AMRO Bank
N.V..

About Teleplan:

Teleplan is one of the top suppliers of high-tech after-market services and
provides total lifecycle care solutions for the world of Computers,
Communications and Consumer Electronics (–3Cs–). The lifecycle care concept
ranges from simple repairs to the most sophisticated technological and
electronic solutions. Headquartered in Amsterdam/Schiphol, The Netherlands,
Teleplan currently operates from 18 sites in Europe, North America, Asia
and Australia with approximately 5,200 employees.

For further information:

Monika Collee
Corporate Director Communications&Investor Relations
Tel.: +31 (0) 6 11 10 90 49
Email: monika.collee@teleplan.com

About Gilde Buy Out Partners

Gilde Buy Out Partners is one of Europe–s leading mid-market private equity
investors, with managed funds in excess of EUR 2 billion. Since its
inception in 1982, Gilde has invested in more than 250 companies in the
Benelux and its neighbouring economies Germany, France, Switzerland and
Austria. Its current investment fund, Gilde Buy-Out Fund IV, with 800
million euro committed capital has been subscribed by over 30 international
investors primarily consisting of pension funds, banks, insurance companies
and sovereign wealth funds. Gilde is a majority shareholder in amongst
others Hans Anders Retail Group, Hofmann Menü, Nedschroef, Powerlines and
Plukon Royale.

For further information:
Koos Teule
Director Investor Relations
Tel.: +31 (0) 30 219 2537
Email: teule@gilde.com

Important information: This press release is neither an offer to purchase
nor a solicitation of an offer to sell, shares. The final conditions and
further provisions regarding the offer will be communicated in the offer
document after the publication has been approved by the German Federal
Financial Supervisory Authority (BaFin). AMS Acquisition B.V. reserves the
right to change terms and conditions of the offer to the extent permissible
under applicable law. Shareholders of Teleplan International N.V. are
strongly advised to read the offer document as well as all other documents
in connection with the offer as soon as these are published, since these
will contain important information.

29.11.2010 Dissemination of a Corporate News, transmitted by DGAP –
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Language: English
Company: Teleplan International N.V.
Schiphol Boulevard 201
1118 BG Schiphol
Niederlande
Phone: +31 79 330 44 55
Fax: +31 79 330 44 66
E-mail: investor_relations@teleplan.com
Internet: www.teleplan.com
ISIN: NL0000229458
WKN: 916980
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Hamburg, München, Düsseldorf, Berlin, Stuttgart

End of Announcement DGAP News-Service

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