Naamloze vennootschap

FINAL RESULTS OF THE EXCHANGE OFFER: 96.1% OF DSM ORDINARY SHARES TENDERED

Retrieved on: 
Monday, May 1, 2023

KAISERAUGST, Switzerland and HEERLEN, Netherlands and GENEVA, May 1, 2023 /PRNewswire/ -- 

Key Points: 
  • DSM Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Company) and transferred (geleverd) their DSM Ordinary Shares for acceptance in the Exchange Offer during the Post-Acceptance Period, will receive the Offer Consideration in respect of each tendered DSM Ordinary Share on 3 May 2023 (the Post-Closing Acceptance Settlement Date).
  • The Company accepts all DSM Ordinary Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by the Company) pursuant to the terms of the Exchange Offer.
  • In addition, DSM will procure the termination of the listing and trading of DSM Ordinary Shares on Euronext Amsterdam as soon as practicable.
  • If a beneficiary to DSM Ordinary Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such DSM Ordinary Shares are held, any DSM-Firmenich Ordinary Shares allotted to such person will instead be transferred to a sales agent, and such DSM-Firmenich Ordinary Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five days of the Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during the Acceptance Period, or within five days of the Post-Closing Acceptance Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during any Post-Closing Acceptance Period.

FINAL RESULTS OF THE EXCHANGE OFFER: 96.1% OF DSM ORDINARY SHARES TENDERED

Retrieved on: 
Monday, May 1, 2023

KAISERAUGST, Switzerland, HEERLEN, the Netherlands and GENEVA, May 1, 2023 /PRNewswire/ -- DSM-Firmenich AG (the Company or DSM-Firmenich), DSM, and Firmenich are pleased to announce that during the Post-Closing Acceptance Period, which expired on 28 April 2023 at 17:40 CEST, 16,578,846 DSM Ordinary Shares have been tendered for acceptance in the Exchange Offer, representing approximately 9.6% of DSM's aggregate issued and outstanding ordinary share capital and an aggregate value of approximately EUR 1.97 billion.1 Together with the DSM Ordinary Shares already held by the Company on the date hereof, the Company will hold a total of 167,321,557 DSM Ordinary Shares, representing approximately 96.1% of DSM's aggregate issued and outstanding ordinary share capital.

Key Points: 
  • DSM Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Company) and transferred (geleverd) their DSM Ordinary Shares for acceptance in the Exchange Offer during the Post-Acceptance Period, will receive the Offer Consideration in respect of each tendered DSM Ordinary Share on 3 May 2023 (the Post-Closing Acceptance Settlement Date).
  • The Company accepts all DSM Ordinary Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by the Company) pursuant to the terms of the Exchange Offer.
  • In addition, DSM will procure the termination of the listing and trading of DSM Ordinary Shares on Euronext Amsterdam as soon as practicable.
  • If a beneficiary to DSM Ordinary Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such DSM Ordinary Shares are held, any DSM-Firmenich Ordinary Shares allotted to such person will instead be transferred to a sales agent, and such DSM-Firmenich Ordinary Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five days of the Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during the Acceptance Period, or within five days of the Post-Closing Acceptance Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during any Post-Closing Acceptance Period.

EXCHANGE OFFER DECLARED UNCONDITIONAL

Retrieved on: 
Monday, April 17, 2023

KAISERAUGST, Switzerland and HEERLEN, Netherlands and GENEVA, April 17, 2023 /PRNewswire/ --

Key Points: 
  • After settlement of the Post-Closing Acceptance Period, the Company intends to implement either the Buy-Out or the Post-Offer Merger and Liquidation
    DSM and Firmenich boards are very pleased to announce that the Company hereby declares the Exchange Offer unconditional.
  • As a result, the Exchange Offer will be settled on 20 April 2023 and the Firmenich Contribution will occur on 8 May 2023.
  • This announcement contains selected, condensed information regarding the Exchange Offer and does not replace the Offering Circular.
  • Accordingly, to be eligible to receive DSM-Firmenich Ordinary Shares under the Exchange Offer, each DSM Shareholder that is a U.S.

EXCHANGE OFFER DECLARED UNCONDITIONAL

Retrieved on: 
Monday, April 17, 2023

DSM and Firmenich boards are very pleased to announce that the Company hereby declares the Exchange Offer unconditional.

Key Points: 
  • DSM and Firmenich boards are very pleased to announce that the Company hereby declares the Exchange Offer unconditional.
  • As a result, the Exchange Offer will be settled on 20 April 2023 and the Firmenich Contribution will occur on 8 May 2023.
  • This announcement contains selected, condensed information regarding the Exchange Offer and does not replace the Offering Circular.
  • Accordingly, to be eligible to receive DSM-Firmenich Ordinary Shares under the Exchange Offer, each DSM Shareholder that is a U.S.

EFIC1 and Azerion Today Proceed With the Completion of the Business Combination

Retrieved on: 
Tuesday, February 1, 2022

AMSTERDAM, Feb. 01, 2022 (GLOBE NEWSWIRE) -- Reference is made to the joint press release issued by European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC) listed on Euronext Amsterdam (symbol: EFIC1 and EFICW), and Azerion Holding B.V. (“Azerion”), a high-growth, EBITDA profitable, digital entertainment and media company, on 13 December 2021 announcing that they have reached a definitive agreement to create a business combination (the “Business Combination”) pursuant to which EFIC1 will acquire 100% of the issued and outstanding share capital of Azerion (the “Business Combination Agreement”).

Key Points: 
  • In connection with the Business Combination, EFIC1 and Azerion also entered into subscription agreements with certain investors (including certain sponsors of EFIC1 or certain affiliates of EFIC1s sponsors), pursuant to which such investors agreed to purchase and subscribe for ordinary shares in EFIC1 for an aggregate amount of EUR23.15 million (theSubscription Agreements).
  • The Business Combination Agreement as well as the Subscription Agreements contain certain (waivable) customary completion conditions.
  • EFIC1, Azerion and Azerions shareholders have now determined that all conditions under each of the Subscription Agreements and the Business Combination Agreement have either been fulfilled or waived and will proceed with the completion of the sponsors and co-investors placement and the Business Combination.
  • The information contained in this press release does not purport to be full or complete and, in particular, does not contain all the information that should be considered concerning the proposed business combination between European FinTech IPO Company1 B.V. (EFIC1) and Azerion Holding B.V. (Azerion) pursuant to a business combination agreement between EFIC1, Azerion and Azerions shareholders (the Business Combination) and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.

EFIC1 EGM Approves Business Combination With Azerion

Retrieved on: 
Monday, January 31, 2022

AMSTERDAM, Jan. 31, 2022 (GLOBE NEWSWIRE) -- European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC) incorporated under the laws of the Netherlands and listed on Euronext Amsterdam (ticker symbol: EFIC1 and EFICW), obtained shareholder approval for its business combination with Azerion Holding B.V. (“Azerion”), a high-growth, EBITDA profitable, digital entertainment and media company, at the extraordinary general meeting (the “EGM”) held today.

Key Points: 
  • More than 95% of the votes cast at the EGM voted to approve the Business Combination, significantly exceeding the required threshold for approval (i.e.
  • 50%+1 of the votes cast on the outstanding ordinary shares and special shares at the EGM).
  • The general meeting has also formally approved and adopted the other agenda items required to satisfy the shareholder approval condition under the business combination agreement entered into on 13December2021 between EFIC1, Azerion and Azerions shareholders (theBusiness Combination Agreement): (i)the proposed restructuring of EFIC1 (i.e.
  • The information contained in this press release does not purport to be full or complete and, in particular, does not contain all the information that should be considered concerning the proposed business combination between European FinTech IPO Company1 B.V. (EFIC1) and Azerion Holding B.V. (Azerion) pursuant to a business combination agreement between EFIC1, Azerion and Azerions shareholders (the Business Combination) and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.

Business Combination With Azerion to Be Approved at EGM Pursuant to Voting Instructions Received From EFIC1's Shareholders

Retrieved on: 
Tuesday, January 25, 2022

The completion of the Business Combination is subject to certain customary completion conditions, including the formal approval of the Business Combination and certain other agenda items (as described below), by EFIC1s shareholders at the extraordinary meeting of shareholders which is convened for 31January2022 (the EGM).

Key Points: 
  • The completion of the Business Combination is subject to certain customary completion conditions, including the formal approval of the Business Combination and certain other agenda items (as described below), by EFIC1s shareholders at the extraordinary meeting of shareholders which is convened for 31January2022 (the EGM).
  • EFIC1s shareholders could only exercise their voting rights by granting a proxy with voting instructions up to 17:30 CET on 24January2022, and cannot vote real time during the EGM.
  • As a result, the shareholder approval conditions under the Business Combination agreement will be satisfied at the EGM.
  • Consequently, subject to fulfilment or waiver of the remaining completion conditions, the Business Combination is on course to be completed on 1February2022.

Iveco Group N.V. announces publication of the Prospectus

Retrieved on: 
Thursday, November 11, 2021

Iveco Group business on both the NYSE and Euronext Milan

Key Points: 
  • Iveco Group business on both the NYSE and Euronext Milan
    The Company is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands on June16, 2021.
  • At the date of this announcement, CNH Industrial owns and controls the Commercial and Specialty Vehicles business and the Powertrain business as well as the related Financial Services business (together the Iveco Group Business).
  • It is the intention to separate the Iveco Group Business from CNH Industrial by way of a statutory demerger (juridische afsplitsing) to the Company on December 31, 2021.
  • As a result of the Demerger and Admission, CNH Shareholders at the Demerger Record Date will therefore become a shareholder of two independent public companies: CNH Industrial and Iveco Group.

DGAP-News: Fyber N.V.: Notice of the Extraordinary General Meeting of Shareholders of Fyber N.V. to be held on 28 October 2021

Retrieved on: 
Wednesday, October 13, 2021

Fyber N.V.: Notice of the Extraordinary General Meeting of Shareholders of Fyber N.V. to be held on 28 October 2021

Key Points: 
  • Fyber N.V.: Notice of the Extraordinary General Meeting of Shareholders of Fyber N.V. to be held on 28 October 2021
    The issuer is solely responsible for the content of this announcement.
  • Fyber N.V. (the Company) invites its shareholders to its Extraordinary General Meeting of shareholders (EGM) to be held at the offices of Greenberg Traurig, LLP, Leidseplein 29 1017 PS Amsterdam, the Netherlands, on 28 October 2021, at 4pm CEST.
  • The written proxy must be received by the Company no later than on on 21 October 2021, 5pm CEST.
  • Registration for admission to the meeting will take place from 3:30pm CEST until the commencement of the meeting at 4pm CEST on 28 October 2021.

Chairman of Azul Brazilian Airlines David Neeleman to join Lilium Board following business combination with Qell

Retrieved on: 
Wednesday, September 1, 2021

The Lilium Group and Azul both operate and will continue to operate in a rapidly changing emerging industry.

Key Points: 
  • The Lilium Group and Azul both operate and will continue to operate in a rapidly changing emerging industry.
  • All forward-looking statements attributable to the Lilium Group, Azul or any person acting on behalf of any of the foregoing are expressly qualified in their entirety by this cautionary statement.
  • The proxy statement/prospectus included in the Registration Statement may also be obtained, without charge, on the SEC's website ( www.sec.gov ).
  • Qell, Lilium, Lilium N.V. and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Qell's stockholders with respect to the proposed business combination.