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Update on intended all-cash public offer by Flora Acquisition B.V. for all NIBC shares

The Hague/Amsterdam, the Netherlands – 24 March 2020

Reference is made to the joint press release by NIBC and the Offeror dated 25 February 2020 in respect of the conditional agreement on a recommended all-cash public offer (the “Offer”) for all issued and outstanding shares in the capital of NIBC at an offer price of EUR 9.85 (cum dividend), which will be EUR 9.32 following payment of the recommended final dividend for the 2019 financial year of EUR 0.53 per share.
NIBC and the Offeror hereby provide a joint update of the Offer in accordance with the provisions of Section 7, paragraph 1 sub a of the Decree which require a public announcement including a status update regarding an intended public offer within four weeks following its announcement.

NIBC and the Offeror are continuing preparations for the Offer. The Offeror expects to submit a request for review and approval of the offer memorandum in relation to the Offer with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) by no later than 19 May 2020, which is the statutory deadline for this submission.

In addition, the process to obtain the required competition clearances and regulatory clearances is ongoing. As communicated in the joint press release dated 25 February 2020, NIBC and the Offeror anticipate that any closing of the Offer would be in the second half of 2020.
With reference to the joint press release by NIBC and the Offeror dated 25 February 2020, certain JCF investors had been offered the right to reinvest Offer proceeds indirectly in the Offeror (alongside the Blackstone Funds) at a price of EUR 9.26 per Share (equivalent to the overall blended price per Share that would be paid by the Offeror). JCF has now informed the Offeror that they will not reinvest.

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NIBC & Blackstone
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