30 November 2018
HALEX acquires Forte Wärmebehandlung
HALEX Holding GmbH acquires all shares in Forte Wärmebehandlung GmbH, based in Stollberg (Erzgebirge). The seller is Forte Heat Treatments Limited.
Forte Wärmebehandlung GmbH specialized in the heat and surface treatment of metallic materials with state-of-the-art automated production lines. Forte’s quality standards are geared, among
other areas, to the automotive supply industry. With 15 years of experience and around 70 employees, the company generates an annual turnover of more than eight million euros and has
established itself stably in the heat treatment market.
“Forte is an excellent addition to our group of companies,” explains Sven Killmer, Managing Director of HALEX Holding GmbH. “Above all, we are pleased that the experienced management
stays as the leadership team. Incorporated into our HALEX holding structure, they can continue on the road to success in recent years and, together with our support, invest more in employees,
production capacities and new technologies. We warmly welcome Forte to the HALEX family. ”
Dietmar Feiler, Managing Director of Forte Wärmebehandlung GmbH, adds: “HALEX Holding offers our company a clear added value in many areas. In addition to the many advantages of a
medium-sized group of companies, HALEX has convinced us in particular through its mediumsized corporate culture and decentralized management strategy. In concrete terms, this means
that we will be supported on a demand-driven basis in future, but at the same time, we can continue to make decisions for our local market ourselves. ”
The HALEX GROUP was founded in 1990 and is a successful German corporate group with two business divisions. The Aldenhoven-based company is one of the leading manufacturers of aluminum extrusion tools and service providers for metal finishing by heat treatment and hardening techniques in Europe. HALEX now has around 460 employees and 12 locations in Germany,
Italy, the Netherlands and Romania.
In the transaction, ARQIS Rechtsanwälte acted as legal advisor to HALEX Holding, PwC acted as financial and tax consultant. In addition, the ERM Group took over the advice on the environment, health and safety.
14 August 2018
Fit For Free / SportCity vindt nieuwe kapitaalkrachtige partner in Bencis
Fit For Free / SportCity heeft in Bencis een kapitaalkrachtige partner gevonden die, samen met de oprichters en een aantal bestaande aandeelhouders, de huidige groei- en ontwikkelstrategie verder zal ondersteunen. Na jarenlang support van de groei van beide labels, verkoopt Avedon Capital Partners haar belang.
Over Fit For Free
Fit For Free maakt fitness toegankelijk voor iedereen. Inmiddels zijn er meer dan 90 clubs in heel Nederland. Door de ruime openingstijden sporten leden wanneer het hen het beste uitkomt en altijd op hoogwaardige fitnessapparatuur. Fit For Free vindt het belangrijk dat er in iedere vestiging professionele begeleiding aanwezig is die hun leden op weg helpt en ervoor zorgt dat leden sportroutine ontwikkelen. Naast bovengenoemde service en faciliteiten biedt Fit For Free een uitgebreid pakket aan live groepslessen en gratis mini work-outs.
SportCity staat garant voor een premium fitness ervaring al in hun clubs in Nederland. Leden kiezen voor een lidmaatschap omdat SportCity de alles-in-één sportclub is waar persoonlijke benadering centraal staat. Met behulp van een beweegplan op maat werken leden in een kwalitatieve en comfortabele fitnessomgeving aan verbetering van hun sportprestaties. SportCity biedt een prettige familiaire sfeer met een verscheidenheid aan faciliteiten, waaronder high-end fitnessapparatuur, groepslessen, wellness, kinderopvang en een aangename horeca.
Bencis is een onafhankelijke investeringsmaatschappij, die ondernemers en management teams steunt bij het realiseren van hun groeiambities. Bencis investeert sinds 1999 vanuit haar kantoren in Amsterdam, Brussel en Düsseldorf in sterke, succesvolle ondernemingen in Nederland, België en Duitsland.
29 juni 2018
Kooi Security finds ideal partner in Bencis to achieve further European growth
Drachten-based Kooi Security today announced that independent investment company Bencis would become a majority shareholder in the company.
“Business is flourishing and we’re now active in more than 16 European countries,” CEO Pieter Kooi said. “With subsidiaries in Germany and France, we’re well on the way to further strengthening our position in Europe. Our ambitions for growth don’t end there, though, and in Bencis we’ve found the ideal partner to enable us to carry on investing in personnel and in new ground-breaking techniques. Together, we’ll be better equipped to achieve our plans for growth.”
Kooi Security supplies mobile camera systems to easily and optimally secure construction sites and other premises day and night. All its systems are based on green technology. Its Unit For Observation (UFO) systems have made Kooi Security the international market leader in providing site security at remote locations lacking any form of energy supply or data connection. Kooi Security has its own EN50518-certified monitoring centre, Kooi Alarm Centre, where all incoming reports from the connected systems are analysed and processed. An effective combination of personnel and technology guarantees 24/7 surveillance for construction sites, buildings and technical systems.
“We’ve found in Bencis a partner who will support and accelerate our international strategy both financially and through the benefit of its knowledge,” Mr Kooi continued. “This will allow us to continue investing in products and services and hence maintain our lead in the supply of innovative camera systems. Bencis believes in our company and our plans. Like us, they see the opportunities in the European market,” he added. “Our team is delighted that the company can take this next step and achieve its growth ambitions, and I have every confidence in this partnership.”
Bencis is an independent investment company that supports business owners and management teams in achieving their growth ambitions. Working out of offices in Amsterdam and Brussels, and more recently in Düsseldorf, Bencis has been investing in strong and successful businesses in the Netherlands, Belgium and Germany since 1999.
15 mei 2018
DGI announces the sale of Logan Industries to Verolme® Special Equipment
Doedijns Group International (DGI) announces the sale of Logan Industries (Logan), headquartered in Moerdijk, the Netherlands, with locations in Hempstead (Texas), Mobile (Alabama) and New Iberia (Louisiana) to Verolme® Special Equipment (Verolme)
Verolme is a leading manufacturer of high-end heat exchangers, pressure vessels and reactors for high temperature, high pressure, and high corrosion environments. Logan is a major player in the manufacture and supply of innovative mechanical and hydraulic systems to the global oil and gas industry and to the US steel and dredging industry.
The shared competence of providing high-end, large-scale fabricated systems and vessels to demanding industries bring together two companies with significant synergies. In addition, the geographical spread in locations from the USA to the Netherlands will enable both companies to rapidly increase sales in their new partner’s domestic markets.
Frank Robben, CEO of DGI: “I am pleased to offer Logan Industries and its dedicated team a new platform to achieve their ambitious growth plans. With shared competence in high-end, technically demanding fabrications and systems, I wish Verolme and Logan Industries every success for the future.”
Juul IJzermans, CEO of Verolme: “The acquisition of Logan Industries gives Verolme its highly desired engineering and production platform in its key geographical market. At the same time, Logan will benefit from the Verolme water front facilities in the Netherlands, which will enable Logan to serve its international drilling customer base more efficiently in Europe. Furthermore, I look forward to co-operate with Logan CEO Shayne Babich and his team”
DGI, headquartered in the Netherlands, specialises in the engineering and production of solutions in the field of power, motion and control systems for a wide variety of industries and has offices in the Netherlands, United Kingdom, Dubai, Oman, Singapore, Indonesia and China. DGI members are Doedijns, Koppen & Lethem, Sypack and Wilmax. DGI is known to its customers as a provider of complete project management solutions, from design, engineering, construction, installation & commissioning to maintenance, after-sales services and distribution of a wide range of components from well-known A-brands.
About Verolme® Special Equipment
Verolme Special Equipment manufactures state-of-the-art, high-quality pressure vessels and heat exchangers for high pressure, high temperature and high corrosion resistance applications. The business serves global market leaders in the oil and gas, chemical, petrochemical and polysilicon industries, and is a preferred supplier to market leaders in these industries. Verolme is renowned for its ability to work with complex materials such as zirconium, titanium and nickel alloys, resulting in high-quality products. Verolme Special Equipment B.V. was acquired by Bencis Capital Partners on 1 December 2015.
For more information
28 February 2018
Bencis invests in Halex Härtha with management
Bencis has acquired Halex Härtha, an industrial group based in northern Germany, from H2 Equity Partners.
The focus for the coming years will be on further expanding and strengthening the business, partly through acquisitions. Newly acquired subsidiaries can continue to pursue their local business interests while benefiting from the overarching activities of the group as a whole.
“For the next phase of our development, we needed a partner that understands small business and is focused on growth. We found that partner in Bencis,” Halex Härtha CEO Sven Killmer said. Managing Director Atillio Lucato also had positive words to say about the new phase: “We believe in our future with Bencis”. CFO Timo Röskes added: “We are excited about the next five years and are confident we have found the right partner in Bencis”.
Halex Härtha has two business lines. The Halex business line develops and produces steel extrusion dies that are essential for the aluminium manufacturing industry. The Härtha business line focuses on various hardening technologies to alter the structure of steel precision parts, giving them the right material characteristics. Both business lines of Halex Härtha stand for high-quality products and excellent service. The group has 12 branches in Germany, Italy, the Netherlands and Romania, and employs approximately 460 staff.
Bencis is an independent investment company that supports business owners and management teams in achieving their growth ambitions. Based in Amsterdam, Brussels and Düsseldorf, Bencis has invested in strong and successful businesses in the Netherlands, Belgium and Germany since 1999.
17 augustus 2017
PRINSEN FOOD GROUP JOINS FORCES WITH GUSTAV BERNING
Dutch company Prinsen Food Group intends to align with German company Schokoladenfabrik Gustav Berning GmbH & Co. KG, one of the largest producers of high quality foodbars and protein foodbars in Europe.
Berning was founded in 1915 and produces a wide range of products, both for brand owners and private labels. Prinsen and Berning focus on the same markets in Europe, but Berning also generates a substantial part of its revenues in Asia and the USA. The company name and activities of Schokoladenfabrik Gustav Berning GmbH & Co. KG will remain unchanged and will become part of the new holding Prinsen-Berning. The intended acquisition is subject to approval by the German competition authorities.
Prinsen-Berning, leading player in ‘Active Nutrition’ in Europe
Prinsen and Berning both started as a family business and both have a long, rich history. Berning focuses on the production of ready-to-eat solid foods, such as high-quality protein bars for the sports and diet market. Prinsen develops powdered nutrition solutions such as sports, diet and wellness foods, coffee and cocoa drinks, and creamers. Prinsen and Berning have their own R&D departments and a large-scale production capacity to facilitate the growing demand for ‘Active Nutrition’. This category includes functional foods related to dieting, active slimming, sports and wellness foods, largely enriched with protein. This market has demonstrated strong growth, both in Europe and worldwide.
For decades, these two companies have held strong market positions in the development and production of food solutions for leading retailers and brand owners in Europe, the United States and Asia. The newly formed company (Prinsen-Berning) becomes one of Europe’s largest companies in the field of Active Nutrition for brand owners and private labels. The group employs about 400 staff. In 2016, it generated approximately € 125 million in turnover.
Category solutions for retailers and brand owners
Prinsen-Berning’s ambition is to further expand its leading position in instant and ready-to-eat foods. The combination of both companies offers retailers and brand owners a complete one-stop-shop in ‘Active Nutrition’, where category expertise, product development and manufacturing of nutritional products serve the customer.
Alexander Collot d’Escury, CEO of Prinsen Food Group, says: “I am impressed with the results, technical knowledge and the innovative character of the Berning organisation and give a warm welcome to our German colleagues in the group. With the acquisition of Berning, we are convinced that we can offer an even better service to our customers. The combination results in more R&D capabilities and the ability to offer a one-stop-shop solution to our customers. In addition, with the increased production capacity we can better respond to the fast-growing global market demand. With the demographic changes of an aging population and costs related to public healthcare continuously on the rise, the role of food becomes increasingly important. We already make a strong contribution in this area and will continue to do so. It is our international ambition to become the leading player in diet, sports and wellness nutrition in the instant and ready-to-eat segment for brand owners and private labels.”
Board of Berning takes part in group management
Berning’s CEOs, Frank Tellmann and Markus Wessendarp, will both be involved in Prinsen-Berning and take part in the newly formed group’s management headed by Alexander Collot d’Escury. Prinsen-Berning will use the existing production facilities of the group in Helmond and Zwartsluis in the Netherlands and in Georgsmarienhütte in Germany.
Markus Wessendarp, Co-CEO of Berning adds: “The merger has a big positive impact. It will mean that both Prinsen and Berning will get stronger because we become more attractive to get business on a global scale. In addition, the market in which we operate is growing rapidly and companies offering R&D and superior products globally will have a brilliant future.”
Frank Tellmann, Co-CEO of Berning comments: “We are excited to be part of Prinsen-Berning and strongly believe in the increased relevance of our category. Together, we offer a complete and unmatched product portfolio in instant and ready-to-eat foods for a wide and growing range of international customers.”
About Prinsen Food Group
Prinsen Food Group consists of the companies Prinsen and Koninklijke Buisman. Both companies have a long and successful history and were founded in 1924 and 1867. Prinsen Food Group was founded in September 2016 by the Dutch investment company Bencis Capital Partners, merging both companies as part of its active buy & build strategy. Prinsen has been a pioneer for the production of instant dietary meals, sports nutrition and powdered wellness food products for 35 years. In addition, it produces coffee makers and toppings, and instant cappuccino and cocoa drinks. Prinsen is a leading manufacturer in the Netherlands and the UK and holds a very good market position in many other European countries. Koninklijke Buisman consists of Buisman Consumer Products, specialist in instant coffee and cocoa drinks, and Buisman Ingredients, which focuses on the development and sale of natural food colourings and flavourings.
Founded in 1915 by Gustav Berning, Berning is currently developing and producing high-quality nutrition, largely enriched with protein, and has become one of the major producers in Europe. The former family company produces a wide range of products, for a wide variety of international brand owners and private labels. Berning has a loyal customer base, about three-quarters of the turnover is generated by customers who have been customers for over 15 years. Berning has one of the most modern factories for the production of food bars in the industry. The product portfolio includes more than 500 product concepts that belong to the company’s intellectual property. The four major product categories include Protein Bars, Energy Bars, Meal Replacement/Lean Bars and Cereal Bars. Berning is headquartered in Georgsmarienhütte, Germany.
31 juli 2017
Bencis announces the opening of an office in Düsseldorf, Germany
Bencis Capital Partners (“Bencis”) is excited to announce that it has opened an office in Germany. In recent years, Bencis has made 11 successful add-on investments in Germany and has now dedicated a team to expand its presence in Germany. Bencis is committed to support German entrepreneurs, companies and management teams with its network and support in buy-and-build acquisitions.
Examples of German companies that Bencis invested in are: Gustav Berning (Prinsen-Berning), Implaneo (Curaeos-Dentconnect), Sulá (The European Candy Group) and Ristic (Shore).
Dick Moeke will oversee the German office. Dick has spent the past decade working for Bencis Capital Partners in Amsterdam and set up the German office in 2017. He brings with him extensive knowledge and experience in the midmarket private equity. As of 1 February, Zoran van Gessel will join Dick to further accelerate our German growth ambitions.
10 juli 2017
Bencis and management invest in Axxes
6 juli 2017
Bencis and management sell stake in Voogd & Voogd to Five Arrows
Voogd & Voogd Group, which consists of Voogd & Voogd Diensten and Verzekeringen, VSP and Delta Lloyd Schade Services, has announced a change in its shareholder structure. Investment company Bencis and Erik de Voogd will be transferring their shares to investment company Five Arrows Principal Investments (“Five Arrows”).
The 108-year-old insurer was founded in the Dutch town of Middelharnis and now employs 370 staff. With a total non-life insurance portfolio of 340 million euros and over 50 million euros in revenue, Voogd & Voogd Group is now ready for the next step in achieving its ambition to further boost its presence in the Dutch insurance sector.
“In recent years, Voogd & Voogd Group has developed a strategy, which focuses on growth. This has been achieved through autonomous growth and through acquisitions including that of VSP and the management of Delta Lloyd’s private non-life insurance portfolio. These acquisitions are now complete,” says Bas de Voogd, CEO and joint shareholder. “Our new partner Five Arrows Principal Investments, a subsidiary of Rothschild Merchant Banking with over 200 years of experience in the financial sector, will give us the freedom to take new steps.” Michael de Nijs, CFO/COO and joint shareholder adds: “The positive match between the long-term objectives of Five Arrows and those of Voogd & Voogd Group, combined with good personal interaction with the responsible management of Five Arrows, have all underpinned this decision. The financial scope offered by our new shareholder will give a strong impetus to the strategic plan developed by Voogd & Voogd in recent years.”
The decision to transfer the shares is subject to recommendations from the Employees Council and the approval of the Dutch Authority for the Financial Markets (AFM). If both are positive, the transfer will take place in the fourth quarter of 2017.
3 juli 2017
Bencis and management sell AFP to Jindal Poly Films
Jindal Poly Films Limited (“JPFL”), one of the leading global flexible packaging films manufacturers, announced the acquisition of Apeldoorn Flexible Packaging Holding B.V. (“AFP”) through its Netherlands-based subsidiary in an all-cash deal. AFP was largely owned by Bencis Capital Partners, a leading European private equity firm with an 18-year history of investing in strong and successful businesses in the Netherlands and Belgium. This acquisition marks JPFL’s foray into the load security films market.
The transaction is subject to the necessary regulatory approvals and is expected to close on 30 September 2017.
“This acquisition will give us access to load security films – a new product line – and will strengthen our relationship with brand owners in the food, beverage and FMCG segments. We remain committed to expanding our differentiated product offerings in the packaging films business globally,” said Rakesh Tayal, senior executive of the Company.
Alvarez & Marsal Corporate Finance (India) and DLA Piper Nederland N.V. acted as the exclusive financial and legal advisors, respectively, to the buyer. William Blair & Company and Stek Advocaten B.V. acted as the exclusive financial and legal advisors, respectively, to the seller.
About Jindal Poly Films Limited
JPFL is the flagship company of the B.C. Jindal Group, a six-decade old industrial group with business interests in the energy industry, steel products, and photographic products in addition to films. JPFL has seven manufacturing facilities in India, Europe and the USA, including the world’s largest single manufacturing site: BOPP and BOPET. JPFL is one of the leading companies in BOPP specialty films in the USA and Europe, generates two-thirds of its revenues abroad, and has a customer base that includes global brand owners and large converters.
About Apeldoorn Flexible Packaging Holding B.V.
AFP is a leading manufacturer of load security films. AFP’s premier offering, Katan-Ex, offers market leading performance across the most challenging stretch films applications and is rapidly being adopted by the market, owing to transport damage reduction and overall improved cost benefits for customers. The company also focuses on specialised packaging segments including individually wrapped cheese slices suited for high speed production as well as tailor-made bread packaging solutions suited for freezing and reduced wastage.
14 juni 2017
Humares strengthens position in Zeeland labour market by acquiring Artec Interim
Vlissingen-based business to be added to Maintec
Humares has significantly strengthened its position in the technical labour market in Zeeland by acquiring the activities of Artec Interim. The professionals and internal staff of Artec Interim will transfer to Maintec, the Humares subsidiary specialising in technical staffing services. The acquisition, effective from 5 June 2017, is an asset & liability transaction: the historical activities remain under the management of the original shareholders. The activities will be continued under the name Maintec Zeeland.
Humares CEO Patrick van der Ploeg welcomes the acquisition as a perfect addition to Maintec: “This acquisition fits in entirely with our growth strategy at Humares: it strengthens Maintec’s competitive position as a nationwide technical specialist. It also creates synergies by unlocking great relationship-building potential and opening up more opportunities for our specialists. Artec is active in Central Zeeland, which Maintec sees as a promising growth region. Maintec’s professional organisation, including its solid front and back office processes, will in turn enable Artec to grow its business even faster.”
Maintec Director Wout Oosterhof is certain the new colleagues will fit in well at Maintec: “At our very first introduction, I noticed the same drive I see at other Maintec locations. These people, too, enjoy nothing more than engaging with clients and candidates and making the match. Maintec’s back office can provide them with the perfect support. I am absolutely certain that, very soon, Maintec Zeeland will be more successful than ever!”
6 juni 2017
Bencis and management invest in Olyslager
4 mei 2017
Bencis and management sell PitPoint to Total Group
Total Group is taking over the shares in clean fuels producer PitPoint from Bencis Capital Partners. The agreement was signed today and the transfer is likely to be formalised at the end of June. The acquisition will allow PitPoint to speed up its plans for accessible and affordable clean transport.
PitPoint will continue to operate as an independent company under its own name and management. The transaction will not affect the respective companies’ customers or workforce, whose contracts will remain unchanged. “In recent years, PitPoint has evolved into a unique player in the clean fuels market, with ambitious international growth plans,” PitPoint CEO Erik Kemink said. “Those plans call for an equally ambitious shareholder to support both the plans and their international roll-out. We have now found such a partner in Total Group.”
PitPoint is working continuously to expand its network of filling stations for the private, commercial and public transport sectors. It is doing so through ongoing innovation and investment in CNG/Groengas, the opening of new CNG, LNG and hydrogen stations and the facilitation of a network of electric charging points. PitPoint is thus making it possible to drive and achieve cleaner air at the same time. “Our goal is to have 100% clean transport by 2030,” adds Kemink. “We also aim to build a significant cross-border presence.” This week, for instance, it was announced that PitPoint had concluded a joint declaration of intent with the Volkswagen Group and other players in the sector, committing themselves to the further expansion of CNG-fuelled transport in Germany.
Stronger Position in CNG/Biogas Market
The acquisition forms part of Total’s strategy to expand its low-carbon activities by significantly strengthening its position in the CNG/biogas market. It will do so mainly in the professional transport sector, by increasing its network to 350 sales points by 2022, making Total the European market leader for natural gas-fuelled vehicles.
Total’s Chairman and CEO Patrick Pouyanné said of the deal: “There is strong development potential for natural gas in the transport sector. Our aim is to combine the technological and commercial expertise that PitPoint has gained over the past decade with Total’s strong retail marketing network and customer portfolio. This will put PitPoint at the heart of our marketing and sales objectives in the natural gas fuel sector for transport in Europe, in line with our goal of offering our customers clean energy solutions.”
1 december 2016
Bencis and management invest in Humares
11 October 2016
EW FACILITY SERVICES PARTNERS WITH BENCIS FOR ROLL-OUT OF ITS EUROPEAN STRATEGY
EW Facility Services today announced that independent investment company Bencis Capital Partners would be joining Cire Facility Group as a shareholder in the company. In addition to Bencis, members of the Board of EW Facility Services will also become shareholders. Details of the transaction have not been released
“In Bencis, Cire Facility Group has found a strategic partner who will financially support and accelerate the international acquisition strategy of EW Facility Services,” says Henk den Hollander of Cire Facility Group. “In addition, EW Facility Services will continue to invest in its service provision in order to maintain its lead in hospitality concepts.”
“We are committed to the further roll-out of our organisation throughout the Netherlands and Belgium, and to responding to growing demand by international hotel chains for a professional facilities partner with a hospitality focus in a range of European countries,” adds Bas Cornelissen, Managing Director of EW Facility Services. “Our management team is pleased that the company can take this next step and achieve its growth ambitions. Bencis will enable us to speed up our strategy.”
EW Facility Services provides facility services to customers in various markets in the Netherlands and Belgium, with hospitality as the company’s core philosophy since its establishment by Eric Wentink in 1990. The company is market leader in the hotel sector, with 87 million euros in total turnover, making it the sixth largest cleaning company in the Netherlands. The shareholding covers activities in both countries.
About City Facility Group
Cire Facility Group invests in a leading group of Dutch and Belgian facility service providers whose main activities include cleaning services, sales, contract employment and facility management. All the companies in this portfolio have a distinctive capability that adds value to our clients’ primary processes through hospitality and experiential concepts. The company is headed by entrepreneurs Eric Wentink and Henk den Hollander and generates 139.5 million euros in turnover.
19 augustus 2016
Morubel invests in Telson
11 juli 2016
BENCIS ANNOUNCES € 425 MILLION FINAL CLOSING OF ITS FIFTH FUND
Bencis Capital Partners is pleased to announce that it has raised Bencis Buyout Fund V, reaching the hard cap of € 425 million within months after starting the fundraising process. Strong support from existing investors combined with significant interest from new investors from all over the world resulted in a swift and successful fundraising, whereby existing investors committed about 85% of Bencis V.
The investor base of Bencis V consists of a broad mix of pension funds, fund-of-funds, asset managers, insurance companies, family offices and private individuals.
Bencis V’s investment strategy is equal to its prior funds: from offices in Amsterdam and Brussels, the Fund will invest in mature, profitable companies, headquartered in the Benelux. The targeted companies are well positioned for further growth. The focus will be on companies with operating profits up to € 50 million.
About Bencis Capital Partners
Bencis is an independent investment company that supports business owners and management teams in achieving their growth ambitions, both organically as well as via acquisitions. It was founded in 1999 and has since invested in 46 business. In addition, Bencis has acquired over 130 companies as add-ons to these businesses.
23 maart 2016
Morubel expands with acquisition of Ristic GmbH
8 January 2016
GIMV acquires stake in Klimaatgarant and Itho Daalderop
Itho Daalderop monitors key market trends such as the energy performance guarantee and ‘Nul-op-de-Meter’ (zero consumption) initiatives, which form the basis for all its innovations. In the new-build market, it has a long-established relationship with Klimaatgarant, whose activities focus on performance guarantees. This collaboration has progressively intensified to ensure that products and services continue to respond to changing market demand. The managements of both companies have now decided to establish a new group supported by investment company Gimv. The two companies will continue to operate as independent entities. The new group will be headed by Wim van den Bogerd, co-founder and CEO of Klimaatgarant and former CEO of Itho; there will be no other changes to the board or management team of Itho Daalderop.
Given that sustainability and “smart cities” are key pillars of Gimv’s investment strategy, the merger was an excellent opportunity for it to acquire an interest in two firms with a ground-breaking approach to sustainability and innovation. And for Klimaatgarant and Itho Daalderop, the partnership with Gimv offers a stable and long-term basis for future growth and investment. The rapid expansion of the market for renewable energy prompted the two companies to seek an investor who could offer them full scope for growth and who shared their vision regarding all electric/zero consumption indoor climate solutions.
The many partnerships in the building renovation industry and Klimaatgarant’s prominent position in the new-build sector will significantly boost the development of new concepts and products. This will in turn lead to further innovations which Itho Daalderop feels are vital if the companies are to continue to play a leading role in providing sustainable total solutions in the future.
Wim van den Bogerd: “The entire team is excited to see these two market leaders merge into a strong combination that will be well-equipped to provide home-owners across the Benelux with total solutions in transitioning to an energy-neutral, sustainable future.”
“After a thorough analysis of the market and of the various players, we believe that Itho Daalderop and Klimaatgarant are the right combination. This investment is an example of how we as a sector team aim to create opportunities for deals and work alongside management teams to facilitate the growth and development of our businesses,” adds Ivo Vincente, Managing Partner and Head of Gimv’s Sustainable Cities Platform.
As a recognised market leader in selected investment platforms, Gimv identifies entrepreneurial and innovative companies with high growth potential and supports them in their transformation into market leaders. These companies can be at different stages of their life cycle, from young enterprises with strong growth ambitions to healthy and established businesses with the ambition to become a trendsetter. Gimv is a European investment company with over three decades of experience in private equity and venture capital. Gimv is listed on Euronext Brussels and currently manages around EUR 1.8 billion euros (including co-investment partnerships) of investments in about 50 portfolio companies.
About Klimaatgarant/Klimaatgarant Solar
Klimaatgarant was founded to help municipalities and project developers build energy-neutral housing and residential districts in an economically responsible way. Klimaatgarant’s climate system is based on heat and cold storage, optimum insulation and ventilation, all of it powered entirely by solar energy. Klimaatgarant Solar provides a range of solar panels, solar inverters, PV installation systems, cabling, connectors and related sustainable products. It imports CSUN solar panels and inverters by ZeverSolar and SMA. It also manufactures its own PV installation systems (BIPV) for pitched roofs, flat roofs and roof-integrated solutions.
About Itho Daalderop
Itho Daalderop delivers innovative and sustainable heating, domestic hot water, ventilation, and control technology solutions. The company is committed to helping create a comfortable, healthy, sustainable and affordable indoor climate under the slogan ‘Climate for life’. Itho Daalderop has been nominated for a VSK Award (innovation award given to members of the installation industry at the VSK trade fair) eleven times and has won it five times. Itho Daalderop’s Dutch offices are in Schiedam (Sales, Marketing and Service) and Tiel (R&D and Operations/Manufacturing). The company also has two offices in Belgium: in Sint-Niklaas (heating & domestic hot water) and in Codumé, Brussels (ventilation). It has gained a substantial share of the European market in recent years, and has also forged a number of global partnerships.
4 januari 2016
Sulá GmbH joins forces with CCI
On 31 December 2015, the European Candy Group BV (TECG) became the sole shareholder in Misa Deutschland GmbH, the holding company of Sulá GmbH (Sulá).
TECG is a holding company founded by private equity investor Bencis Capital Partners and management, and is owned by Continental Candy Industries with production facilities in Hoorn, Drachten, Oosterwolde and Boizenburg/Elbe (Germany).
Sulá is one of the leading sugar-free confectionery manufacturers in Europe and well-known for its high quality products. With the acquisition of Sulá, TECG intends to further invest in innovation and growth of the group, allowing TECG to meet the current and future requirements of its pan-European customer base.
TECG’s ambition is to further expand its leading position in the Western Europe private label and contract manufacturing market, by means of the production, development and sales of private label confectionery products. The company currently has five production facilities in the Netherlands and Germany. The combined group employs about 575 FTEs and generates € 130 million in turnover in Europe.
20 november 2015
Bencis and Gimv-XL reach agreement on the sale of Xeikon
Bencis Capital Partners B.V. (‘Bencis’) and Gimv-XL (‘Gimv’) have announced an agreement to sell XBC B.V., a company with a controlling interest in Xeikon N.V. (‘Xeikon’), to Flint Group (‘Flint’).
Bencis and Gimv acquired an indirect stake of 65.68% in Xeikon at the end of September 2013. Following a mandatory public offering, this stake rose to over 95%. The transaction has no impact on the current buy-out procedure, through which XBC wants to acquire all the shares.
Both Bencis and Gimv recently concluded an agreement with the Flint Group to sell it their indirect controlling interest in Xeikon, a leading player in the market for digital printing solutions for packaging and commercial printed matter. Xeikon’s innovative products and services will form the basis for a new division within the Flint Group, to be known as Flint Group Digital Printing Solutions. Flint Group (www.flintgrp.com) develops, produces and markets a wide range of printing supplies. It is headquartered in Luxembourg and has a workforce of over 6,800. It generated 2.1 billion euros in turnover in 2014 and is the world’s first or second largest supplier in every key market in which it is active.
The sale of Xeikon will add 5.2 million euros to the value of Gimv-XL’s equity as from 30 September 2015, 2.2 million euros (0.09 euros per share) of which will go to the listed company Gimv NV. Gimv is delighted with the return on this investment. No further financial details concerning the transaction have been released.
The transaction is subject to the usual terms and conditions, including approval by the competition authorities, and is scheduled for completion by the end of 2015.
Further information can be found in the Flint Group’s press release on its website.
15 november 2015
Trolli Boizenburg joins forces with CCI
30 oktober 2015
Bencis sells Boval Group to ASR
a.s.r. is acquiring Velserbroek-based Dutch ID, the holding company of Boval Group (an independent consultancy and financial services broker) and Felison Assuradeuren (a service provider). Both companies will continue to operate independently. The acquisition provides Boval and Felison the opportunity to grow further as a broker and as one of the Netherlands’ larger service providers respectively.
Dutch ID is one of the larger financial service providers in the Netherlands. Felison has a leading position as a service provider in loss-of-income insurances. Boval has a large client base in the agricultural wage, mechanical excavation and transport sectors. a.s.r. will acquire the shares in Dutch ID from investment company Bencis and the Board. The transaction will not affect the contracts of the 150 employees and the three Board members of Dutch ID.
Dutch ID Director Jaap Eringa: “We are delighted to be able to further strengthen our position on the Dutch consultancy market. The acquisition by a Dutch insurance company that deliberately opts for a broker as distribution partner, and the resulting strategic boost, will give us the opportunity to further improve our services to Dutch businesses. As a result, combined with the experience we have built up over more than 50 years, we will continue to provide significant added value to our customers.”
Rob van der Laan, partner at Bencis: “a.s.r. is a natural home base for Boval and Felison, where they can expand further as an intermediary and service provider respectively.”
Michel Verwoest, member of the Executive Board of a.s.r.: “The quality of the services of our key distribution partner, the intermediary, is crucial to us. That is why a.s.r. has chosen to bolster its strategic position in the distribution channel, particularly in the area of service provision. Boval and Felison have a long-standing track record in providing services to intermediaries, and their customer satisfaction ratings are excellent. They provide added value to customers, intermediaries and insurance companies alike. We are confident that Felison’s and Boval’s focus on loss-of-income and invalidity insurances respectively and a.s.r.’s position as market leader in this segment will be perfectly complementary.”
The Boval and Felison brand names will be retained. No details have been published about the purchase price.
29 april 2015
Bencis and management invest in AFP
11 maart 2015
Auction houses Dechow and Karner & Dechow join Auctio Group
In mid-2014, BVA Auctions, the market leader in online auctions, and I-deal Overstock, a niche player selling A-brand overstocks in closed business-to-business online auctions, joined the Auctio Group (Auctio B.V.).
The Auctio Group and majority shareholder Bencis want to invest in the innovation and growth of a pan-European group focused on online auctions. That is why they have sought interesting partners to strengthen the group. In recent months, they have reached agreement with the German auction house Dechow and the Austrian auction house Karner & Dechow to join the Auctio Group. The Auctio Group welcomes the addition of these highly respected players, who have a long-established history in their home markets. The partnership will significantly enrich the database of the Auctio Group through the addition of potential industrial buyers in the Central European sales market.
The Auctio Group is active in industrial and consumer auctions of movable and immovable goods in almost every sector. This is done not only through the mainstream auctions of BVA Auctions but also through “verticals” such as:
- BOG Auctions, commercial real estate
- Daily Specials, daily consumer auctions starting at 1 euro
- BVA Automotive, cars
- BVA Nautic, registered ships
- I-deal Overstock, overstocks of A-brands
BVA also provides customised services in the management of buildings and ships for commissioning agents via BVA Services. Combining the strengths of its individual companies allows the Auctio Group to provide an even better service both to commissioning agents and its customers. This is achieved by extending its sales markets, widening the range of goods it offers and providing cross-border services.
This will make the Auctio Group the European market leader in (all round) online auctions:
- Total auction volume of 180 million euros per year
- 160,000 lots per month
- An average of 5.2 million visitors per month on the websites
- 80 million page views per month
- Active in: the Netherlands, Germany, Austria, Croatia, Hungary, Belgium and Spain
17 februari 2015
Bencis acquires majority stake in Boval Group
Boval Group, the leading financial service provider for non-life and income protection insurance based in Velserbroek, has sold a majority interest to Bencis Buyout Fund IV (“Bencis”).
The new partnership will allow Boval Group to further expand and optimise its service. Boval Group CEO Jaap Eringa said of the transaction: “Over the next few years, it will become increasingly important to further develop our service to our clients and affiliated intermediaries so that they are free to fully focus on their core activities. A collaboration with an independent and financially decisive partner can make a major contribution to this.”
Bencis is a reputable investment company that invests in strong and successful businesses led by experienced and ambitious management teams. The managing board of Boval Group will therefore not change, with Jaap Eringa, Jeroen Wiersma and Janwillem Fidder remaining as directors and continuing their involvement in the company as shareholders.
There will also be no change operationally, including for the more than 140 employees. Jaap Eringa: “Our organisational structure is flat and highly efficient, with a strong middle management and a highly engaged workforce. With Bencis on board, we will be able to respond more effectively to the growth opportunities and market developments that lie before us”.
5 december 2014
ASC ‘first’ for Belgian-based Morubel
On Wednesday, Ostend-based Morubel loaded its first ASC-certified shrimps for transportation to the Colruyt supermarket group.
This is a ‘first’ for both Morubel, Europe’s leading producer and supplier of frozen shrimp and related seafood products, and the Colruyt Group, given that they are the first ever shrimps with an ASC (Aquaculture Stewardship Council) logo to be marketed in the Benelux and France.
Colruyt Group is keen to see the ASC-certified scampi on the shelves in its outlets towards the festive Sinterklaas weekend (5 December).
The ASC standard for responsible shrimp farming was drawn up at the end of March this year. However, Morubel had already spent several months motivating and helping its suppliers to prepare themselves for an ASC audit. This was done well before the final version of the standard was published. As a result, the suppliers were among the first to be evaluated against the ASC standard in Vietnam. Morubel also took steps to obtain the ASC certificate in good time so that its production and distribution chain would be fully compliant.
Morubel has always taken the lead in sustainability: it holds MSC, Global G.A.P., BIO, BSCI certifications that have now been joined by the ASC certificate. The company’s “Think Pure Taste More” slogan therefore quite literally applies.
Customers know that Morubel is a front-runner, and the business is therefore justly proud that the first ASC-certified shrimps being marketed in the Benelux and France are Morubel shrimps!
3 december 2014
Bencis and management invest in Morubel
30 October 2014
Tarkett to acquire Desso, one of the European leaders in commercial carpets
Tarkett, a global leader in flooring and sports surfaces solutions, has reached an agreement in principle with Bencis Capital Partners and minority investors to acquire a 100% stake in Desso.
Desso, a well-established brand, produces high-end and innovative carpet flooring, mainly for commercial applications (offices, education, hospitality, marine and aviation segments), and has a presence in the consumer carpet market in Europe. The company also serves the sports market with artificial turf and a unique reinforced natural grass system (GrassMaster®).
Headquartered in the Netherlands, Desso generated 202 million euros in turnover in 2013, employs approximately 820 people and operates three plants in Europe. With the support of Bencis, Desso has demonstrated a strong and improving performance over the past few years.
“The acquisition of Desso will enable Tarkett to accelerate its profitable growth strategy by targeting the European market of added value carpet for commercial and residential use, as well as innovative sports surfaces. This move will extend our product portfolio, offering our customers complementary and cutting-edge solutions, as well as extensive design expertise” explains Michel Giannuzzi, CEO of Tarkett. “Following the successful acquisition of Tandus in the United States, Desso will allow Tarkett to provide commercial carpet solutions to all customers worldwide.”
“We are very excited to join Tarkett with whom we share the same vision and entrepreneurial values, as well as a strong commitment to sustainability, both applying the Cradle to Cradle* principles at each step of the product’s life and supporting the development of the circular economy. Within the Tarkett group, we will be in a position to offer extended development opportunities to our customers and partners, with products that aim to improve people’s wellbeing and ultimately their performance.” comments Alexander Collot d’Escury, CEO of Desso. Desso’s works council has been informed of the transaction and the consultation process is currently ongoing, as well as the filing procedures with the relevant competition authorities. The transaction is expected to be concluded at the end of this
About Cradle to Cradle
Tarkett and Desso adopted the Cradle to Cradle® (C2C) design principles for several years with the support of the German scientific institute Environmental Protection Encouragement Agency (EPEA). Both companies use the C2C approach as an ‘innovation engine’, rethinking the choice of raw materials that are safe and good for people and the environment, thus positively contributing to improved indoor air quality, people’s wellbeing and the environment. C2C takes into account each step of the product’s life: conception, production, usage, end of use, and recycling.
Tarkett is a global leader in innovative and sustainable flooring and sports surfaces solutions. With a wide range of products including vinyl, linoleum, carpet, rubber, wood, laminate, synthetic turf and athletic tracks, the Group serves customers in more than 100 countries worldwide. With 11,000 employees and 32 production sites, Tarkett sells 1.3 million square meters of flooring every day, for hospitals, schools, housing, hotels, offices, stores and sports fields. Committed to sustainable development, the Group has implemented an eco‐innovation strategy and promotes circular economy. Tarkett net sales of 2.5 billion euros in 2013 are balanced between Europe, North America and new economies. Tarkett is listed on Euronext Paris (compartment A, ticker TKTT, ISIN: FR0004188670) and is included in the following indices: SBF 120, CAC Mid 60, CAC Mid & Small, CAC All‐Tradable.
Desso is a leading global carpets and sport pitches company, active in more than 100 countries. Desso supplies products to corporate offices, education, healthcare, government, homes and also hotels, cruise liners and airlines. It also produces world leading sports surfaces such as the DESSO GrassMaster®, which has been installed at the home grounds of Champions League sides and at the football ‘temple’ Wembley. Today, most people spend on average 90% of their time indoors. This has led to the company’s vision: ‘How to make the floor work for our health and wellbeing’. Our mission is to ensure that we develop unique products that deliver a much improved indoor environment that maximises people’s health and wellbeing and ultimately their performance. This is driven by our innovation programme based on the three pillars of Creativity, Functionality and Cradle to Cradle® design. For more information please visit: www.desso.com
12 september 2014
Bencis and management acquire CNG Net
The sale of CNG Net B.V., LNG24 B.V. and CNG Net Realisatie en Onderhoud B.V. to funds managed by Bencis Capital Partners (“Bencis”), which was announced on 25 July, has now been completed.
This disinvestment package represents a total sale price of approximately 26.5 million euros and will generate a book profit of over 5 million euros for Ballast Nedam. The transaction will not lead to any redundancies.
Ballast Nedam established CNG Net in 2008 and LNG24 in 2011 to boost the development of sustainable transport. The companies develop, invest in and operate filling stations for commercial and public transport, and for private car-owners.
CNG Net is the market leader in this segment. In 2014, it opened its 58th public filling station and it operates 11 dedicated filling points for vehicles running on biogas. LNG24 has been operating an LNG filling station in Zwolle since 2012 and aims to expand its LNG station network.
To read the full press release, please click here
1 augustus 2014
Bencis portfolio company SPGPrints Group B.V acquired by Investcorp
Investcorp, a global provider and manager of alternative investment products, today announces its agreement to acquire SPGPrints Group B.V. (“SPGPrints” or the “Company”) from funds managed by Bencis Capital Partners. The final closing took place on 1 August 2014.
Carsten Hagenbucher, Managing Director of Investcorp’s corporate investment team in London, said: “We have followed SPGPrints for a long time and were attracted by its differentiated, global rotary screen business, its innovative digital inks activities, attractive precision metals offering and entrepreneurial management team. We’re excited to now have the opportunity to partner with management as we seek to help accelerate the company’s growth, both organically and through appropriate add-on acquisitions, and to drive continued international expansion. There are many overlaps with other portfolio companies in which we have invested and we look forward to applying such knowledge to SPGPrints, particularly with respect to digital inks.”
Mr. D.W. Joustra, Chief Executive Officer of SPGPrints, added: “We were impressed by Investcorp’s long track record of working with the management teams of its portfolio companies to help them expand into new markets on an international scale. With a truly global presence, we believe that Investcorp is a complementary partner for SPGPrints and one that will provide us with the solid capital base required to help us realise the full growth potential of the business, including through add-on acquisitions.”
Established in 1947, SPGPrints is the leading global provider of integrated solutions for rotary screen and digital printing for textiles and graphic applications, and the leading manufacturer of precision metal components for a broad range of applications. Headquartered in Boxmeer, the Netherlands, the company is represented in more than 100 countries worldwide and generated € 214 million in turnover in 2013, a large share of which was from emerging markets.
28 January 2014
Final Offer results – XBC holding 95.3% of all issued shares not held by Xeikon; Delisting and squeeze-out to commence as soon as possible
This press release is issued by Bencis Capital Partners B.V. in accordance with Section 17 of the Decree on public offers Wft (Besluit openbare biedingen Wft). This press release is for information purposes only and is not intended and may not be construed as an offer to sell or a request to purchase or subscribe to any securities in Xeikon N.V. The offer will be made only by means of a separate offer memorandum specifically published for this purpose, subject to the applicable rules and regulations in the Netherlands. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan. Terms used but not defined in this press release shall have the meaning given to them in the Offer Memorandum dated 6 November 2013.
Final Offer results – XBC holding 95.3% of all issued shares not held by Xeikon; Delisting and squeeze-out to commence as soon as possible
27 January 2014 – With reference to its press releases of 20 September 2013, 18 October 2013, 4 November 2013, 6 November 2013 and 13 January 2014, Bencis Capital Partners (“Bencis”) hereby announces that during the Post-Closing Acceptance Period which ended on 24 January 2014 at 17:40 hours CET, 571,534 Shares with a total value of EUR 3,343,474 have been tendered for acceptance under the Offer, representing 2.0% of the issued share capital of Xeikon.
With reference to its press releases of 20 September 2013, 18 October 2013, 4 November 2013, 6 November 2013 and 13 January 2014, Bencis Capital Partners (“Bencis”) hereby announces that during the Post-Closing Acceptance Period which ended on 24 January 2014 at 17:40 hours CET, 571,534 Shares with a total value of EUR 3,343,474 have been tendered for acceptance under the Offer, representing 2.0% of the issued share capital of Xeikon.
On 31 January 2014, the Offeror will pay the Offer Price of EUR 5.85 per validly tendered and delivered (geleverd) Share during the Post-Closing Acceptance Period, after which the Offeror will hold 19,283,806 Shares, representing 95.3% of all issued shares not held by Xeikon and 67.2% of the issued share capital of Xeikon.
Consequences of the Offer
Shareholders who did not tender their Shares under the Offer should carefully review Section 5.5 of the Offer Memorandum, which describes certain risks that such Shareholders will be subject to now that the Offer has been completed.
Taking into account that the Offeror on Settlement will have acquired more than 95% of all issued Shares not held by Xeikon, the Offeror will as soon as practicable commence discussions with Euronext Amsterdam to effectuate the delisting of the Shares.
The Offeror intends to initiate squeeze-out proceedings as soon as possible in order to acquire all Shares that have not been tendered under the Offer.
The Offer is being made in and from the Netherlands and in Belgium with due observance of the statements, and restrictions included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum. The distribution of the Offer Memorandum and/or the making of the Offer in jurisdictions other than the Netherlands and Belgium may be restricted and/or prohibited by law. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. However, acceptance of the Offer by Shareholders not residing in the Netherlands or Belgium will be accepted by the Offeror if such acceptances comply with (i) the acceptance procedure set out in the Offer Memorandum, and (ii) the applicable laws and regulations in the jurisdiction from which such acceptances have been made. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Neither the Offeror, nor Bencis, nor Xeikon, nor any of their respective affiliates or any of their respective supervisory or managing directors, employees or advisers accepts any liability for any violation by any person of any such restriction. Outside of the Netherlands and Belgium, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with or recognised by the authorities of any jurisdiction other than the Netherlands and Belgium. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands and Belgium should carefully read Section 1 (Restrictions) and Section 2 (Important information) of the Offer Memorandum before taking any action. The release, publication or distribution of the Offer Memorandum and any documentation regarding the Offer or the making of the Offer in jurisdictions other than the Netherlands and Belgium may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restriction may constitute a violation of the law of any such jurisdiction. Neither the Offeror, nor Bencis, nor Xeikon, nor any of their respective affiliates or any of their respective supervisory or managing directors, employees or advisors accepts any liability for any violation by any person of any such restriction.
United States of America
The Offer is not being made, directly or indirectly, in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of or from within the United States of America. Accordingly, the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the United States of America or in their capacities as such custodians, trustees or nominees holding shares for American persons and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer. The Offer Memorandum has not been submitted to or reviewed by the United States Securities and Exchange Commission or any state securities commission. Neither the United States Securities and Exchange Commission nor any such state securities commission has approved or disapproved of the Offer, passed upon the fairness or merits of the Offer, or passed upon the adequacy or accuracy of the disclosure contained in the Offer Memorandum. Any representation to the contrary is a criminal offence in the United States of America.
Canada and Japan
The Offer and any solicitation in respect thereof is not being made, directly or indirectly, in or into Canada or Japan, or by use of the mailing systems, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, of Canada or Japan. This includes, but is not limited to, post, facsimile transmission, telex or any other electronic form of transmission and telephone. Accordingly, copies of the Offer Memorandum and any related press announcements, acceptance forms and other documents are not being sent and must not be mailed or otherwise distributed or sent in, into or from Canada or Japan or, in their capacities as such, to custodians, nominees or trustees holding Shares for persons residing in Canada or Japan. Persons receiving the Offer Memorandum and/or such other documents must not distribute or send them in, into or from Canada or Japan, or use such mailing systems or any such means, instrumentality or facilities for any purpose in connection with the Offer; so doing will invalidate any purported acceptance of the Offer. The Offeror will not accept any tender by any such use, means, instrumentality or facility from within Canada or Japan.
Tender and transfer of Shares constitutes a representation and warranty that the person tendering the Shares (i) has not received or sent copies of the Offer Memorandum or any related documents in, into or from Canada or Japan and (ii) has not otherwise utilised in connection with the Offer, directly or indirectly, the mailing systems or any means or instrumentality including, without limitation, facsimile transmission, telex and telephone of interstate or foreign commerce, or any facility of a national securities exchange of, Canada or Japan. The Offeror reserves the right to refuse to accept any purported acceptance that does not comply with the foregoing restrictions, any such purported acceptance will be null, void and without effect.