Pon Holdings B.V. based in Almere in the Netherlands has agreed to offer shareholders of Derby Cycle AG EUR 28.00 per share in cash as part of a merger agreement the two companies signed Thursday.
The friendly deal enables Derby Cycle, which only went public in February, to avoid a potential hostile takeover by the Accell Group, another Dutch bicycle company which disclosed two weeks ago that it had increased its stake in Derby Cycle to 22 percent. Accell Group announced this morning it would not submit a competing bid for Derby Cycle.
Pon will make the offer through its wholly-owned subsidiary Pon Holding Germany GmbH. Under the terms of the “business combination agreement,” or BCA, the offer will be subject to a small number of conditions only, including in particular the approval of the merger by the responsible anti-trust authorities and an acceptance rate of 50% of the capital stock and voting rights in Derby Cycle AG plus one share.
The BCA also stipulates that Pon will not seek to make any changes to the composition of the Management Board of Derby Cycle. In addition, it is intended that Derby Cycle AG should retain its independence and stock market listing for at least 18 months.
Thus, the parties agreed to exclude entry into a control and/or profit transfer agreement as well as a squeeze-out for the same time period. Furthermore, Pon has declared to financially support Derby Cycle in its future aspired growth, in particular in the case that Derby Cycle should realize a currently considered acquisition.
Derby Cycle said it expects Pon Holding Germany GmbH to begin soliciting its shareholders within weeks. The acceptance period is intended to last a maximum of five weeks. The offer price values Derby Cycle AG‘s share capital at a total of EUR 210.0 million ($287 mm).
