SYS-CON MEDIA Authors: Sean Houghton, Glenn Rossman, Ignacio M. Llorente, Xenia von Wedel, Peter Silva

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Recommended All-Cash Public Offer by Time Acquisition B.V. for all Issued and Outstanding Shares of TMC for EUR 18.75 per Share in Cash

UTRECHT and EINDHOVEN, The Netherlands, November 12, 2012 /PRNewswire/ --

This is a joint public announcement by TMC Group N.V. ("TMC" or the "Company") and Time Acquisition B.V. (the "Offeror"), a newly incorporated 100% owned subsidiary of funds managed by Gilde Buy Out Partners ("Gilde"), in connection with the recommended all-cash public offer by the Offeror for all the Issued and Outstanding ordinary shares in the capital of TMC. This announcement does not constitute an offer or any solicitation of any offer to buy or subscribe for any securities in TMC. Reference is made to the offer memorandum dated 12 November 2012 prepared by TMC and the Offeror (the "Offer Memorandum"). Capitalised terms used but not defined herein shall have the meaning ascribed thereto in the Offer Memorandum. Any offer is only made by means of the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States of America, Australia, Canada, or Japan.

Highlights

  • The Offer is an all-cash public offer by the Offeror for all Issued and Outstanding ordinary shares of TMC not held by or already sold to the Offeror at an offer price of EUR 18.75 per Share.
  • The Board of Directors of TMC fully supports the Offer and unanimously recommends Shareholders to accept the Offer.
  • Major Shareholders representing approximately 81% of all Issued and Outstanding Shares have irrevocably committed to tender their Shares or to sell their Shares to the Offeror.
  • The Acceptance Period under the Offer commences on 13 November 2012 at 09:00 hours CET and will expire on 10 December 2012 at 18:00 hours CET, unless extended.
  • TMC will hold an extraordinary general meeting of shareholders on Wednesday 28 November 2012 at 14:00 hours CET at TMC's office in Eindhoven, during which, among other matters, the Offer will be discussed.
  • The Offer is inter alia subject to fulfilment of the Offer Conditions as further set out in the Offer Memorandum.
  • The Dutch competition authority (Nederlandse Mededingingsautoriteit) has granted unconditional clearance to the Offeror for the transaction contemplated by the Offer.

With reference to the joint press release of TMC and the Offeror of 22 October 2012, TMC and the Offeror hereby jointly announce that the Offeror is making a recommended all-cash public offer to all holders, save for the Offeror, of Issued and Outstanding ordinary shares with a nominal value of EUR 0.08 each (the "Shares", holders of such Shares other than the Offeror being referred to as "Shareholders") in the share capital of TMC to purchase for cash the Shares held by them subject to the terms, conditions and restrictions contained in the Offer Memorandum (the "Offer").

Strategic rationale

The Offer provides several advantages for TMC, its Shareholders, employees, customers and other stakeholders: (i) Gilde endorses the overall strategy of the management of TMC, (ii) Gilde will enable TMC to accelerate its growth strategy, both through organic growth and acquisitions, by providing financial and management support, and (iii) the Offer provides existing Shareholders the opportunity to sell their Shares at an attractive premium and directly realise the potential future value of their Shares.

The Offer

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid, on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, in consideration of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) by such Shareholder and delivered (geleverd) to the Offeror, a cash amount of EUR 18.75 (eighteen euro and seventy-five euro cents) per Share (the "Offer Price") without interest and subject to any required withholding of taxes. The Offer Price shall be decreased by an amount per Share equivalent to any cash or share dividend or other distribution declared in respect of the Shares on or after the date hereof but on or prior to the Settlement Date, and provided that the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date. The Company has committed not to declare any dividends or distributions on Shares prior to the Settlement Date.

The Offer Price of EUR 18.75 per Share is higher than the highest price ever paid for a Share on Alternext Amsterdam and implies a premium of approximately 25% on the closing price per Share on 19 October 2012, the last trading day before the Offeror publicly announced its intention to make a recommended cash offer for the Company and a premium of approximately 47% based on the average closing priced over the twelve-month period ended on 19 October 2012. More detailed information on the rationale behind the Offer Price is provided in Section 4.3 (Rationale behind the Offer) of the Offer Memorandum.

Recommendation

The Board of Directors of TMC (the "Board") fully supports the Offer and unanimously recommends Shareholders to accept the Offer. Reference is made to the considerations described in detail in the position statement published by the Board on 12 November 2012 (the "Position Statement").

Extraordinary General Meeting of Shareholders

On Wednesday 28 November 2012 at 14:00 hours CET, an extraordinary general meeting of shareholders (the "EGM") will be held at TMC's office in Eindhoven, during which meeting the Offer will be discussed. In addition, certain resolutions will be proposed to the EGM in connection with the Offer. Reference is made to the Position Statement and the Offer Memorandum, providing further information to the Shareholders and the agenda for the EGM.

Committed Shares

Shareholders including Mobion Holding B.V., TMB Holding B.V., Just-Us-2 B.V., Comnaar Investments B.V., S.P.Y.N. Holding B.V. and Todlin N.V., together representing approximately 81% of all Issued and Outstanding Shares, have irrevocably committed to tender their shares or sell their shares to the Offeror. Mobion Holding B.V., TMB Holding B.V., Comnaar Investments B.V. and the management of TMC have also committed to participate in the capital of the Offeror when and on the condition that the Offer is successfully completed. Mobion Holding B.V., TMB Holding B.V. and Comnaar Investments B.V. have, as an inducement for the Offeror to make the Offer at the Offer Price, accepted to sell all (in respect of Mobion Holding B.V. and TMB Holding B.V.) or part (in respect of Comnaar Investments B.V.) of their Shares to the Offeror for a purchase price of EUR 17.75, i.e. one euro less than the Offer Price. See Section 4.6 (Committed Shareholders (other than affiliated with members of the Board)) and Section 4.7 (Shareholdings of the members of the Board) of the Offer Memorandum.

Financing

The Offeror will finance acceptances under the Offer through a combination of committed debt and equity funds. The Offeror has sufficient funds available to satisfy its obligations under the Offer as evidenced by commitment letters for debt facilities arranged by ING Bank N.V. and Coöperatieve Rabobank Eindhoven-Veldhoven U.A. and equity financing being made available by funds managed and advised by Gilde (the "Financing Commitments"). The Financing Commitments are subject to certain conditions precedent which are in line with conditions under the Offer and/or with market practice. The Offeror has no reason to believe that these conditions precedent under the Financing Commitments will not be satisfied on or prior to the Settlement Date.

Acceptance Period

The acceptance period under the Offer (the "Acceptance Period") commences at 09:00 hours CET, on 13 November 2012 and will expire on 10 December 2012 at 18:00 hours CET (such time and date, as may be extended in accordance with the Offer Memorandum, being referred to as the "Acceptance Closing Time").

Shares tendered on or prior to the Acceptance Closing Time may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of the Offer Memorandum. In case of an extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.

Acceptance by Shareholders

Shareholders who hold their Shares through an institution admitted to Euronext Amsterdam (an "Admitted Institution") are requested to make their acceptance known via their bank or stockbroker no later than 18:00 hours CET on 10 December 2012, unless the Acceptance Period is extended. Custodians, banks or stockbrokers may set an earlier deadline for Shareholders to communicate acceptances of the Offer in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Settlement Agent in a timely manner.

Approval by the Dutch competition authority (Nederlandse Mededingingsautoriteit)

The Dutch competition authority (Nederlandse Mededingingsautoriteit) has on 9 November 2012 granted unconditional clearance to the Offeror for the transaction contemplated by the Offer.

Declaring the Offer unconditional (gestanddoening)

The Offer shall be declared unconditional (gestanddoening) by the Offeror if the Offer Conditions are satisfied or, as the case may be, waived (to the extent permitted by law or by agreement). The Offer Conditions include, amongst others: (i) that at least 95% of the Issued and Outstanding share capital of TMC is tendered under the Offer or otherwise committed to or held by the Offeror and (ii) that no Material Adverse Change with respect to TMC occurs.

No later than on the 3rd (third) Business Day following the Acceptance Closing Time, the Offeror will determine whether the Offer Conditions have been satisfied or waived and announce whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Section 5.6 (Extension of the Acceptance Period) of the Offer Memorandum, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived, all in accordance with the Offer Memorandum.

Settlement

Shareholders who have accepted the Offer and Shareholders who have tendered their Shares for acceptance pursuant to the Offer prior to or on the Acceptance Closing Time will receive on the Settlement Date the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), at which point dissolution or annulment of Shareholder's tender or delivery (levering) shall not be permitted.

Liquidity and Delisting

The consummation of the Offer will reduce the number of Shareholders and the number of Shares that might otherwise be traded publicly and could adversely affect the liquidity and market value of the remaining Shares not tendered and not held by TMC.

If and when the Offer is declared unconditional (gestand wordt gedaan), it is the intention of the Offeror to terminate the listing of TMC on Alternext Amsterdam as soon as possible. Such termination will further adversely affect the liquidity of any Shares not tendered. In addition, the Offeror may initiate any of the procedures as set out in Section 4.9.4 (Possible Measures by the Offeror to obtain 100% of the Shares) of the Offer Memorandum, including procedures which would result in the termination of the listing of the Shares (including Shares not being tendered).

Post Acceptance Period

The Offeror may within 3 (three) Business Days after declaring the Offer unconditional (gestanddoening), announce a Post Acceptance Period to enable Shareholders who did not tender their Shares during the Acceptance Period to tender their Shares under the same terms and conditions applicable to the Offer. Any such Post Acceptance Period will commence on the 1st (first) Business Day following the announcement of a Post Acceptance Period and will remain open for a period of no longer than 2 (two) weeks. If the Post Acceptance Period is announced, the Offeror will continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during such period and will pay for such Shares within 3 (three) Business Days following the end of the Post Acceptance Period or as otherwise set forth in the announcement.

Announcements

Announcements in relation to the Offer, including announcements in relation to an extension of the Offer past the Acceptance Closing Time will be issued by press release. Subject to any applicable requirements of the Merger Rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Other

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.

Digital copies of the Offer Memorandum and Position Statement are available on the website of TMC (http://www.tmc.nl).

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About TMC

Since its foundation in June 2000, TMC has focused on mobilising highly educated technical specialists. We distinguish ourselves by supplying rare competencies needed for the development of complex products and projects. Our focus lies with projects that are of vital importance to our clients. In addition, we contribute to the project continuity and flexibility of our clients and we are able to continually supply them with strategic knowledge.

In 2006 TMC was the first Dutch enterprise to be listed on the NYSE Alternext - Euronext, at which time TMC Group N.V. was established. In 2007, TMC acquired Adapté B.V., which is now called TMC Construction. At mid-2012 TMC has 15 business cells and 503 Employeneurs.

About Gilde Buy Out Partners

Gilde Buy Out Partners is one of the largest mid-market private equity investors in continental Europe, with assets under management of over € 2.0 billion. Through local offices Gilde is active in the Benelux and the neighbouring economies of France, Germany, Switzerland and Austria. Since its inception in 1982, Gilde has invested in over 250 companies across a diverse range of sectors.

The most recent fund is Gilde Buy Out Fund IV which will include TMC and contains total assets of € 800 million, committed by more than 30 leading international financial institutions, pension funds, government funds and specialised investment funds. Previous investments by Gilde Buy Out Fund IV are Teleplan, Roompot, Eismann and Spandex.

The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.

The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration or approval with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). No actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with nor recognised by the authorities of any jurisdiction (including the AFM). The Offer is neither subject to the provisions set out in chapter 5.5 of the Netherlands Financial Supervision Act (Wet op het financieel toezicht), nor to the provisions set out in the Decree of Public Offers Wft (Besluit openbare biedingen Wft, the "Takeover Decree"). Consequently, the AFM has no jurisdiction to either approve or disapprove and has neither approved nor disapproved the Offer or the Offer Memorandum. Neither the Offeror, nor TMC nor any of their respective advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Section 1 (Restrictions and Important Information) of the Offer Memorandum before taking any action. The release, publication or distribution of the Offer Memorandum in jurisdictions other than The Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction. Each Shareholder which questions its position shall immediately consult an appropriate professional adviser. This public announcement is also published in Dutch; the English version will prevail over the Dutch version.

Forward-looking statements

The Offer Memorandum includes forward looking statements that involve risk and uncertainty. Generally, words such as may, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward looking statements. Although the Offeror and TMC believe that the expectations reflected in such forward looking statements are based on reasonable assumptions and are, to the best of their knowledge, true and accurate on the date of the Offer Memorandum, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of the forward looking statements. Any such forward looking statement must be considered together with the fact that actual events or results may vary materially from such forward looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror or TMC do business, to competitive developments or risks inherent to their respective business plans and to uncertainties, risk and volatility in financial markets and other factors affecting them.

The Offeror and TMC undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority.

http://www.tmc.nl
http://www.gilde.com

PRN NLD

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