Merger with Benckiser - Offer Period Closed
Reckitt & Colman PLC
30 November 1999
Not for release, publication or distribution, in whole or in
part, in or into the United States, Canada, Australia or
Japan.
RECKITT & COLMAN MERGER WITH BENCKISER - OFFER PERIOD CLOSED
In connection with the merger between Reckitt & Colman plc
and Benckiser N.V., Reckitt & Colman plc announces that as
at 15.00 hours, Amsterdam time on 30 November 1999,
41,786,556 Benckiser B Shares, representing 96.7% of the
outstanding Benckiser B Shares, had been submitted for
exchange in accordance with the Offer. Together with the
Benckiser A Shares which have been committed, this
represents 98.5% of the aggregate nominal amount of
Benckiser's outstanding share capital.
Allotment of the new Reckitt & Colman plc shares to holders
of Benckiser B Shares who have accepted the offer will be
made on 3 December 1999. Dealings in the new Reckitt &
Colman plc shares will commence on 6 December 1999.
Definitive share certificates for the new Reckitt & Colman
plc shares will be posted on 3 December 1999. New Reckitt &
Colman plc shares will be credited to CREST accounts in time
for dealings to commence on 6 December 1999.
The full text of an announcement issued by Benckiser
follows:
PUBLIC OFFER FOR ALL ORDINARY B SHARES OF BENCKISER N.V.
OFFER PERIOD CLOSED
Amsterdam, 30 November 1999. Benckiser NV (BNV) and Reckitt
& Colman plc (RCOL) today announce that the Offer Period has
been closed.
Offer Period closed
In connection with the merger between Reckitt & Colman plc
and Benckiser N.V. and with reference to the Offer Document
and Listing Particulars dated 11 August 1999 and the
advertisement dated 25 November 1999 stating that the Offer
has been declared unconditional, Reckitt Benckiser Holdings
B.V., a subsidiary of Reckitt & Colman plc, announces that
the Offer Period closed at 15.00 hours, Amsterdam time on 30
November 1999, and that the Offer is honoured.
Acceptances
As at 15.00 hours, Amsterdam time on 30 November 1999,
41,786,556 Benckiser B Shares, representing 96.7% of the
outstanding Benckiser B Shares, had been submitted for
exchange in accordance with the Offer. Together with the
Benckiser A Shares which have been committed, this
represents 98.5% of the aggregate nominal amount of
Benckiser's outstanding share capital.
Exchange
The delivery of five new Reckitt & Colman plc shares in
consideration for each Benckiser B Share validly submitted
before 30 November 1999 in acceptance of the Offer is
expected to take place on or about 3 December 1999. Delivery
will be made either in certificate form direct to holders of
Benckiser B Shares who have accepted the Offer or into the
CREST accounts of those institutions admitted by Amsterdam
Exchanges N.V. who hold Benckiser B Shares on a custodial
basis for those holders of Benckiser B Shares who have
accepted the Offer. Dealings in the new Reckitt & Colman plc
shares on the London Stock Exchange will commence on 6
December 1999.
Change of board structure
Mr J.W. Lorsch and Ms I.R. Miller resigned as
members of the supervisory board of Benckiser N.V.
and Dr M.O. Klein resigned as a member of the
managing board of Benckiser N.V. as of 3 December
1999. As of such date the managing board of
Benckiser N.V. will consist of Mr L.J.H. Becht and
the supervisory board of Benckiser N.V. will
consist of Mr A.D.P. Bellamy, Dr G.P. Harf, Mr
D.O.L. Meuderscheid and Mr J.C.T. van der Wielen.
Post-closing submission
Holders of Benckiser B Shares who have not yet
submitted their Benckiser B Shares for exchange are
requested to do so as soon as possible. Holders of
Benckiser B Shares who have deposited their
Benckiser B Shares with their bank or stockbroker
should instruct their bank or stockbroker to submit
their Benckiser B Shares at the offices of Warburg
Dillon Read (Nederland) B.V., Herengracht 564, 1017
CH Amsterdam, not later than 15.00 hours, Amsterdam
time on 23 December 1999.
Holders of registered Benckiser B Shares should as
soon as possible hand in to Benckiser N.V. a duly
completed and signed acceptance form, which will
also serve as a deed of transfer. Subject to the
restrictions set forth on page 3 of the Offer
Document, holders of registered Benckiser B Shares
should have received an acceptance form directly
from Benckiser N.V. Submission will take place
under the same conditions and in the same manner as
set forth in the Offer Document and Listing
Particulars dated 11 August 1999.
The delivery of five new Reckitt & Colman plc
shares in consideration for each Benckiser B Share
validly submitted in acceptance of the Offer during
the period for post-closing submission is expected
to take place on or about 27 December 1999. As
before, delivery will be made either in certificate
form direct to holders of Benckiser B Shares who
have accepted the Offer or into the CREST accounts
of those institutions admitted by Amsterdam
Exchanges N.V. who hold Benckiser B Shares on a
custodial basis for those holders of Benckiser B
Shares who have accepted the Offer.
Change of name of Benckiser N.V.
Upon completion of the merger a notarial deed
concerning an amendment of the articles of
association of Benckiser N.V. will
be executed and under which, inter alia, the name
of Benckiser N.V. will be changed to Reckitt
Benckiser N.V.
De-listing
As agreed with Amsterdam Exchanges N.V., the
Benckiser B Shares will be de-listed from the stock
market of Amsterdam Exchanges N.V., and
accordingly the trading in the Benckiser B Shares
on the stock market of Amsterdam Exchanges N.V.
will be discontinued, at the close of business on
30 December 1999.
It is expected that trading in Benckiser B Shares
on the New York Stock Exchange will be suspended on
the same date as trading will be discontinued on
the stock market of Amsterdam Exchanges N.V., and
that formal de-listing from the New York Stock
Exchange will take place thereafter.
Compulsory transfer of outstanding Benckiser B
Shares
Shortly after completion of the merger, Reckitt
Benckiser Holdings B.V. will initiate the statutory
procedure contemplated by section 2:92a of the
Netherlands Civil Code in order to acquire any
remaining Benckiser B Shares.
Restrictions
The distribution of the Offer and the Offer Document
may, in certain jurisdictions, be restricted by law.
Persons obtaining the Offer Document are required to
inform themselves of and observe all such
restrictions. None of Reckitt Benckiser Holdings
B.V., Benckiser N.V., Reckitt & Colman plc, or
Warburg Dillon Read (Nederland) B.V. accept any
liability for any violation by any person of any
such restriction.
For further information
David Saltmarsh Reckitt & Colman + 44 1753 746676
Tom Corran Benckiser + 31 20 405 7555
Bobby Leach Shandwick + 44 171 329 0096
This announcement and related materials relate to
the Offer and are not an extension of a tender offer
in the United States or to any US person for any
class of equity securities in Benckiser. The Offer
will not be made, directly or indirectly, in or by
use of any means of instrumentality of interstate
commerce or of the mails, or of any facility of any
national securities exchange of, the United States
(including its possessions or territories, any area
subject to its jurisdiction and any political
subdivision thereof) or to any US person and cannot be
accepted by any such use or otherwise from within
the United States of by any US person. Any
purported acceptance of the offer involving,
directly or indirectly, any such means,
instrumentality, mails or facility or otherwise from
within the United States or by any US person will be
deemed invalid.
None of the securities offered as
consideration will be registered under the
United States Securities Act of 1933, as amended
(the 'Act'). Accordingly such securities may not
be offered sold or delivered in the United States or
to US persons, unless an exemption from the
registration requirements of the Act is available.
This announcement and related materials do not
constitute an offer of Reckitt & Colman Shares.
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