REG - Hyder Consulting PLCArcadis NV - Response to Further Increased Cash Offer <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin>

Arcadis NVAnnouncement

29/10/2014 09:22

RNS Number : 9661Q
Hyder Consulting PLC
05 September 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
5 September 2014
RESPONSE TO FURTHER INCREASED CASH OFFER FOR HYDER CONSULTING PLC BY ARCADIS UK INVESTMENTS B.V.
The Board of Hyder Consulting PLC ("Hyder") note the announcement this morning by ARCADIS UK Investments B.V., a wholly owned subsidiary of ARCADIS N.V. ("ARCADIS") of a further increased cash offer of 750 pence per Hyder Share to acquire the entire issued and to be issued share capital of Hyder not already owned by ARCADIS (the "Further Increased Offer"). The Board also note that all other terms of the Offer remain the same. The Further Increased Offer is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
The Further Increased Offer price of 750 pence per Hyder Share values the entire issued and to be issued ordinary share capital of Hyder at approximately 296 million and represents a premium of approximately 59.8 per cent. to the Closing Price per Hyder Share of 469 pence on 30 July 2014 (being the latest date prior to commencement of the Offer Period)
The Board of Hyder also note that ARCADIS has today acquired 3,734,808 Hyder Shares from a single shareholder, representing in aggregate approximately 9.6 per cent. of the existing issued ordinary share capital of Hyder on 4 September 2014 (being the latest practicable date prior to this announcement), at the Further Increased Offer price of 750p. ARCADIS have now acquired, agreed to acquire or received irrevocable undertakings in respect of 10,979,887 Hyder Shares, representing, in aggregate, approximately 28.2 per cent. of Hyder's issued ordinary share capital. 
On 21 August 2014, ARCADIS announced they had reached an agreement with the Board of Hyder on the terms of a recommended cash offer of 730p. The Hyder Directors, who have been so advised by Investec, consider the terms of the Further Increased Offer to be fair and reasonable and in the best interests of Hyder Shareholders as a whole, and continue to unanimously recommend that Hyder Shareholders vote in favour of the resolutions relating to the Scheme to be proposed at the Court Meeting and the General Meeting.
Enquiries
Hyder
+44 (0) 203 014 9000
Ivor Catto, Chief Executive
Russell Down, Group Finance Director

Investec Bank plc (Financial Adviser and Rule 3 Adviser to Hyder) 
+44 (0) 207 597 4000
Christopher Baird
James Ireland
Josh Levy

Numis Securities Limited (Broker to Hyder)
+44 (0) 207 260 1000
David Poutney
James Serjeant
Stuart Skinner

Citigate Dewe Rogerson (Public Relations Adviser to Hyder)
+44 (0) 207 282 2945
Ginny Pulbrook
Tom Baldock
Dealing disclosure requirements 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel' s Market Surveillance Unit on +44 (0)20 7638 0129.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available on the Hyder website: http://www.hyderconsulting.com
Other
Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this announcement.

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