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Derby Cycle, Pon Reach Acquisition Deal

Published September 21, 2011

CLOPPENBURG, Germany (BRAIN)—Derby Cycle has reached an agreement with Dutch Pon Holdings to acquire all the company’s shares, averting a hostile takeover by competitor Accell Group.

Pon, one of the largest family-owned businesses in the Netherlands, is an international trading and service company.

It will pay 28 euros per share for all shares of the company, which is valued at 210 million euros.

“With Pon, we have found a long term strategic partner that both fully supports our growth strategy and lets us act independently. At the same time, with Pon we can boost our internationalization and use its expertise and resources to finance both organic growth and future acquisitions,” said Mathias Seidler, Derby’s CEO.

Uwe Bögershausen, chief financial officer of Derby Cycle, added: “Next to the benefits to the company’s future development, it was very important for us to find a partner that will honor our company’s culture and our employees. Through the [agreement], we have secured a long-term commitment to our site location in Cloppenburg. Also, Pon does not intend to make any changes to the composition of the management board of Derby Cycle and stands behind Derby Cycle's independence.”

The deal with Pon will prevent Accell Group from acquiring more of Derby’s stock. Accell purchased a 5.7 percent stake in Derby when it went public in February and increased that ownership to 22 percent last month. Accell indicated interest in acquiring more shares in the future, a move Derby’s board did not support.

Pon’s offer will be subject to an offer acceptance level of at least 50 percent of the share capital of Derby Cycle plus one share as well as other customary conditions to be outlined in the offer document, including merger clearance.

Derby Cycle expects the offer documents to be published by Pon Holding Germany GmbH and the acceptance period to commence in the course of the next weeks. Further details will then be available on www.pon.com.

According to Pon, the offer will be fully funded from Pon’s available cash and bank resources.

Pon began as a bicycle dealer in Amersfoort at the end of the 19th century and at one time made its own brand of bikes there. Pon has also been importing products such as Continental cycle tires for decades. Earlier this year, Pon acquired Koninklijke Gazelle NV, one of the leaders in the Dutch bicycle market, to expand its bicycle-related activities. It also imports brands like Volkswagen, Caterpillar and MAN.

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