Circuits Assembly Online Magazine - VDL Bids on Neways, Has Support of Majority

SON, THE NETHERLANDS – Neways Electronics has received an acquisition proposal from one of its largest shareholders in a bid to take the EMS company private.

VDL Groep offered about 152 million euros to acquire all outstanding shares of Neways. The offer is a nonbinding conditional indicative proposal and sets a price of 12.50 euros (less any dividends) in cash for each Neways share.

Neways is traded on the Amsterdam Exchange and has a market cap of about 150 million euros. Sixty-one percent of its shares are held by insiders.

In a statement, Neways said, "Consistent with their fiduciary duties, the board of directors and the supervisory board of Neways will carefully analyze and consider the proposal. In doing so they will give due consideration to the interests of all stakeholders, including the other shareholders. In order to be able to better evaluate the indicative proposal, Neways enters into talks with VDL. At this time it is uncertain whether any talks will lead to a conditional agreement regarding a public offer for all outstanding shares in the capital of Neways and, if so, at what price and under which conditions."

Through an affiliate, VDL holds a 27.63% stake in Neways. ZBG Capital, holder of 28.14% of the shares in Neways, has already signed an irrevocable undertaking, under market conditions, to purchase its shares for the indicative offer price and on the other (yet to be agreed) conditions of the offer to VDL if the offer is declared unconditional.

VDL has owned shares in Neways since 1995. It said in a statement, "The steps set in motion by the current management of Neways are an important condition for a successful response to the rapidly changing market conditions. At the same time, VDL sees a further strategic partnership with Neways as an opportunity to jointly obtain a stronger position and thus safeguard a healthy future for Neways and its stakeholders. Neways is active in many industries in which VDL is also active. VDL is convinced that the combination with Neways offers added value for joint customers in the field of high-quality electronics and mechatronics. In addition, the combination will guarantee that Neways has the means to continue to invest in the development of its proposition."

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