Contex Holding A/S has on this date entered into a conditional agreement concerning the purchase of shares of a nominal value of DKK 19,100,000 (1,910,000 shares of DKK 10 each) in Contex A/S, corresponding to 70.74% of the votes and the share capital of Contex A/S. The sellers of the shares are Nilex Systems ApS, Dataland A/S, Steen Borg Jensen and Daniel Consult ApS. Aros Securities Bank has, on behalf of the issuing banks, authorized Nilex Systems ApS, Steen Borg Jensen and Daniel Consult ApS to sell the shares to Contex Holding A/S. The offer price has been agreed to DKK 185 for each share in Contex.
Contex Holding A/S is a Danish company controlled by EQT Danmark BV. It has been agreed that the management team in Contex A/S acquires an interest in Contex Holding A/S of 25%.
Contex Holding A/S hereby makes a cash offer to the shareholders in Contex A/S, cf. the enclosed offer document. Contex Holding A/S offers DKK 200 per Contex share including the options.
The offer is conditional upon Contex Holding A/S becoming the owner of more than 95% of the share capital and the votes in Contex A/S before expiry of the offer period, i.e. 19 April 1999 at 4.00 p.m.
Contex was listed on the Copenhagen Stock Exchange on 23 February 1999. Contex Holding A/S's offer implies a premium of 18% to the average price of the Contex share including the option in the period 23 February to 23 April 1999. The effective annual return from the listing date to the offer settlement date on 23 April 1999 equates to 115%.
A finance commitment has been obtained for the offer.
'We have been following the development in Contex for some time and indicated EQT's interest in the company prior to the listing', says Harry Faulkner, Chairman of the Investment Committee for EQT Danmark. 'Based on the reduced offer size, we have now entered into an agreement that will ensure a satisfactory succession process in the group of owners. EQT, in close co-operation with Management, is contemplating partly to continue and develop the organic growth strategy previously pursued by Contex and partly to expand through acquisitions.