The Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred (
) their Shares for acceptance to the Offeror during the Post Closing Acceptance Period will receive the Offer Price in respect of each Tendered Share on Monday, March 4
Consequences of the Offer
The acquisition of Shares by the Offeror pursuant to the Offer and outside the Offer will, among other things, reduce the number of Shareholders and the number of Shares that might otherwise be traded publicly, and (i) will thus adversely affect the liquidity and (ii) may affect the market value of the remaining Shares.
As a result of the acquisition of more than 95% of the Shares by the Offeror, the Offeror and OctoPlus will jointly request NYSE Euronext Amsterdam to terminate the listing and trading of the Shares on NYSE Euronext Amsterdam as soon as possible
As long as the Shares remain listed on Euronext Amsterdam, OctoPlus shall continue to comply with the Dutch Corporate Governance Code except for (i) current deviations from the code and (ii) deviations from the code that find their basis in the Merger Protocol, in accordance with the “explain” requirement in respect of such deviations.
In the event that OctoPlus or any merging entity will no longer be listed and its Shares will no longer be publicly traded, the provisions applicable to the governance of listed companies will no longer apply and the rights of remaining minority Shareholders may be limited to the statutory minimum.
The Offeror intends to acquire all the remaining Shares. In order to achieve this, the Offeror will, as soon as possible, initiate a takeover squeeze-out procedure in accordance with article 2:359c of the Dutch Civil Code or a statutory squeeze-out procedure in accordance with article 2:92a or 2:201a of the Dutch Civil Code. In addition, the Offeror may pursue one or more of the measures referred to in Section 6.11.3 of the Offer Memorandum.