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Derby Board Supports Pon Takeover Offer

Published November 1, 2011

CLOPPENBURG, Germany (BRAIN)—Derby Cycle management board issued its opinion Tuesday supporting Pon Holding’s takeover offer, a key step before the transaction closes.

Pon published its official offer earlier this month, after announcing initial intentions for a voluntary public takeover in late September. In its 36-page opinion translated into English, Derby management and supervisory board recommended that Derby Cycle shareholders accept the takeover offer as the 28-euro-per-share price is a premium of 45 percent over the three-month average price of 19.26 euros.

Pon has already acquired 55.87 percent of Derby’s share capital at prices at or just below the level of the offer price.

“This demonstrates that a considerable proportion of the further Derby Cycle shareholders also regard the offer price to be attractive and taking that into account do not anticipate any potentially better, competing takeover offer for Derby Cycle,” the opinion said.

Also, the opinion noted, Derby stands to benefit from the Pon Group’s decades of experience in the automotive/mobility sector as well as its refinancing capabilities, and will gain access to new product and sales markets such as the Netherlands, where Pon is based.

Another benefit in the takeover offer is Pon’s agreement to allow Derby Cycle to keep its legal and economic independence and its market listing on the Frankfurt Stock Exchange for at least 18 months. No layoffs will be made within Derby Cycle Group for at least five years, and the existing management board will remain intact. The supervisory board will be expanded from three to six members at the next general meeting.

Pon also owns Gazelle. The 28-day acceptance period for the Derby takeover is scheduled to end Nov. 18.

For the full opinion, click on file link above.

—Nicole Formosa

Topics associated with this article: Mergers & Acquisitions

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