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Offer Memorandum

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Offer Memorandum This Offer expires at 17:40 hours CEST on 1 June 2021, unless extended OFFER MEMORANDUM dated 6 April 2021 RECOMMENDED CASH OFFER BY Bergson Beheer B.V. FOR ALL ISSUED AND OUTSTANDING COMMON SHARES WITH A NOMINAL VALUE OF EUR 0.24 EACH IN THE SHARE CAPITAL OF Hunter Douglas N.V. This offer memorandum (biedingsbericht; the "Offer Memorandum") contains the details of the public offer (openbaar bod) by Bergson Beheer B.V. (the "Offeror") to all holders of the issued and outstanding common shares with each a nominal value of EUR 0.24 (twenty-four eurocent) (each a "Common Share") in the share capital of Hunter Douglas N.V. (the "Company") to purchase for cash (i) all Common Shares listed at Euronext Amsterdam held by parties other than the offeror (bieder) (these Common Shares, each a "Listed Common Share", and each holder of a Listed Common Share a "Listed Common Shareholder") and (ii) all Common Shares held by parties other than the offeror (bieder) registered under their name in the Company's shareholders register (these Common Shares, each a "Registered Common Share" and together with each Listed Common Share an "Offer Share", and each holder of a Registered Common Share a "Registered Common Shareholder" and together with each Listed Common Shareholder, a "Shareholder") on the terms and subject to the conditions and restrictions set out in this Offer Memorandum (the "Offer"). This Offer Memorandum contains the information required by Article 5:76 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht; the "Wft") in conjunction with Article 8, Paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft; the "Decree") in connection with the Offer. This Offer Memorandum has been reviewed and approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; the "AFM") as an offer memorandum (biedingsbericht) under Article 5:76 of the Wft. The information required by Article 18a of the Decree in connection with the Offer is included in a separate position statement of the Company (including all schedules thereto, the "Position Statement"), which is also published on the date of this Offer Memorandum. The Position Statement does not form part of this Offer Memorandum and has not been reviewed or approved by the AFM prior to publication. The Position Statement may be reviewed by the AFM after publication. Mr. R. Sonnenberg and Mr. J.T. Sherwin, both members of the Board (as defined below), who have been determined to have a conflict of interest within the meaning of article 2:11 of the Curacao Civil Code (the "CCC"), have not participated in the deliberations and decision-making of the Board with respect to the Transaction (as defined below). In connection with the Transaction, the Board has resolved that the independent members of the Board, Mr. A Ruys, Mr. A Nühn and Mr. F.N. Wagener (together the "Independent Committee"), have the authority to review, negotiate and approve the agreements and other documentation in relation to the Transaction and implement the Transaction on behalf of the Company, to retain independent advisors and to take or omit to take any measures they may deem advisable in connection with the Transaction and implementation thereof, including the authority to represent the Company in these matters. The Independent Committee has received financial and legal advice from its independent financial and legal advisors with respect to the Transaction. The Independent Committee supports the Transaction and unanimously recommends the Offer for acceptance by the Shareholders. Reference is made to Section 6.7 (Decision-making and Recommendation by the Independent Committee substantiated by Fairness Opinion) and the Position Statement. Capitalised terms used in this Offer Memorandum have the meaning set out in Section 4 (Definitions and Interpretation) or elsewhere in this Offer Memorandum. Capitalised terms used in the Dutch summary included in Section 12 (Dutch language summary) have the meaning set out in Section 12 (Dutch language summary). Shareholders tendering their Offer Shares under the Offer will be paid an amount in cash of EUR 64 (sixty- four euro) cum dividend, without interest (the "Offer Price") on the terms and subject to the conditions and restrictions set out in this Offer Memorandum in consideration for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) for acceptance pursuant to the Offer prior to or on the Closing Time (as defined below) (each such Offer Share, a "Tendered Share") that is not validly withdrawn and is transferred (geleverd) to the Offeror. The Offer Price is 'cum dividend'. Consequently, if on or after 12 December 2020 any distribution on the Offer Shares (each a "Distribution") is declared by the Company whereby the record date for entitlement to such Distribution is on or prior to the Settlement Date (as defined below), then the Offer Price will be decreased by the full amount of any such Distribution made by the Company in respect of each Offer Share (before any applicable withholding tax). At the date of this Offer Memorandum, the Offeror owns 28,764,039 (twenty-eight million seven hundred sixty-four thousand thirty-nine) Common Shares and 34,242,517 (thirty-four million two hundred forty-two thousand five hundred seventeen) preference shares with a nominal value of EUR 0.24 (twenty-four eurocent) each (each preference share in the capital of the Company a "Preference Share" and together with the Common Shares, the "Shares") in the share capital of the Company. These Shares owned by the Offeror constitute approximately 82.68% of the Common Shares and 99.4% of the Preference Shares, and together represent 91.59% of the Shares. The Offer Period under the Offer begins at 09:00 hours CEST on 7 April 2021 and expires at 17:40 hours CEST on 1 June 2021 (the "Initial Closing Date"), unless the Offeror extends the Offer Period in accordance with Article 15 of the Decree and Section 5.6 (Extension of the Offer Period). The day on which the Offer Period expires, whether or not extended, is the "Closing Date" and 17:40 hours CEST on the Closing Date is the "Closing Time". The Offeror will announce whether or not it declares the Offer unconditional (gestand doen) within three Business Days (as defined below) following the Closing Date, in accordance with Article 16 of the Decree (the "Unconditional Date"). Offer Shares tendered on or prior to the Closing Time may not be withdrawn, subject to the right of withdrawal of any Tendered Shares during the Offer Period in accordance with the provisions of Article 5b, Paragraph 5, Article 15, Paragraphs 3 and 8 and Article 15a, Paragraph 3 of the Decree. The obligation of the Offeror to declare the Offer unconditional (gestand doen) is subject to the satisfaction or waiver of the Offer Conditions in accordance with Section 6.6 (Offer Conditions, satisfaction and waiver). The Offer Conditions may be waived to the extent permitted by Law and in accordance with Section 6.6.2 (Waiver of the Offer Conditions). If the Offeror declares the Offer unconditional (gestand doen), the Offeror will deliver the Offer Price in respect of each Tendered Share that has been transferred (geleverd), and the Offeror shall acquire each Tendered Share, within five (5) Business Days following the Closing Date (the "Settlement" and the day on which the Settlement occurs, the "Settlement Date"). All announcements in relation to the Offer will be made by press release and placed on the website of the Company (http://investor.hunterdouglasgroup.com) and the Offeror (www.bergson-beheer.com). Reference is made to Section 5.11 (Announcements). Distribution of this Offer Memorandum may, in certain jurisdictions, be subject to specific regulations or restrictions. Persons in possession of this Offer Memorandum are urged to inform themselves of any such restrictions which may apply to them and to observe them. Any failure to comply with these restrictions may constitute a violation of the securities Laws of that jurisdiction. The Offeror and the Company disclaim all responsibility for any violation of such restrictions by any person. See Sections 2 (Restrictions) and 3 (Important information). 3 1 TABLE OF CONTENTS 1 TABLE OF CONTENTS ..........................................................................................4 2 RESTRICTIONS .....................................................................................................5 3 IMPORTANT INFORMATION .................................................................................6 4 DEFINITIONS AND INTERPRETATION ...............................................................12 5 INVITATION TO THE SHAREHOLDERS .............................................................17 6 EXPLANATION AND BACKGROUND OF THE OFFER .......................................26 7 INFORMATION REGARDING THE COMPANY ...................................................42 8 INFORMATION REGARDING THE OFFEROR (BIEDER) ...................................49 9 PRINCIPAL DUTCH TAX CONSEQUENCES ......................................................51 10 FURTHER STATEMENTS PURSUANT TO THE DECREE ..................................56 11 PRESS RELEASES ..............................................................................................58 12 DUTCH LANGUAGE SUMMARY .........................................................................71 13 SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
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