Transaction highlights

• Recommended public offer for all the issued and outstanding ordinary shares of VolkerWessels (the Shares) of € 22.20 (cum dividend) in cash per share adjusted to € 21.92 for the interim dividend of € 0.28 (twenty-eight eurocents) paid by VolkerWessels to its shareholders on 27 November 2019.The management board and the independent members of the supervisory board fully support and unanimously recommend the Offer.
• The Offer provides an attractive premium delivering immediate, certain and significant value to Shareholders. The offer price of € 22.20 represents a premium of 25.4% over the closing price per Share on 28 October 2019.
• Full support for VolkerWessels long-term strategy.
• The works council of VolkerWessels rendered a positive advice.
• The parties have agreed to certain non-financial covenants for VolkerWessels’ stakeholders for a period of one year.
• The offer period commences on 24 December 2019 at 09:00 hours CET and ends on 28 February 2020 at 17:40 hours CET, unless extended.
• VolkerWessels will hold its extraordinary general meeting of shareholders in Amersfoort at 14:00 hours CET on 17 February 2020 (the Extraordinary General Meeting), during which, amongst other things, the Offer will be discussed. In addition, certain resolutions in connection with the Offer will be proposed to the Extraordinary General Meeting.
• VolkerWessels will publish its financial results for the financial year 2019 on 13 February 2020 prior to the Extraordinary General Meeting. VolkerWessels will publish its financial statements for the financial year 2019 including the independent auditor’s report thereon on 21 February 2020.
• The Offer is subject to the fulfilment of the offer conditions as set out in the Offer Memorandum.
• The Offer is subject to a minimum acceptance level of 95% of the Shares. This level is lowered to 85% if the shareholders, at the Extraordinary General Meeting, vote in favour of the asset sale and liquidation restructuring measure.
• The Offer is currently expected to be completed in Q1 2020.
• Reggeborgh currently owns 71.96% of the Shares.

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