THIS IS A JOINT PRESS RELEASE BY PRYSMIAN S.P.A. AND DRAKA HOLDING N.V., PURSUANT TO THE PROVISIONS OF SECTION 5 PARAGRAPH 1 OF THE DECREE ON PUBLIC TAKEOVER BIDS (BESLUIT OPENBARE BIEDINGEN WFT) IN CONNECTION WITH THE PUBLIC OFFER BY PRYSMIAN S.P.A. FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES IN THE CAPITAL OF DRAKA HOLDING N.V. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, OR ANY SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN DRAKA HOLDING N.V. ANY OFFER WILL BE MADE ONLY 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, CANADA, JAPAN AND AUSTRALIA.

Offer values Draka at ?17.20 per ordinary share[1]


Compelling industrial and strategic rationale

  • New leading player in high voltage, subsea, high-end industrial cables, fibers and optical cables
  • Global presence in more than 50 countries with over 90 plants and more than 20,000 employees with aggregate 2009 net sales of ?5.8 billion
  • Highly complementary know-how, geographic footprint and product portfolio
  • No break-up or material divestitures of Draka

 

Substantial value creation

  • Significant scope to generate approximately ?100 million of annual run-rate synergies within 3 years
  • Strong platform for future organic growth and industry consolidation
  • Expected to be earnings accretive from 2011 onwards


Transaction highlights

  • Offer values Draka at ?17.20 per ordinary share[1], consisting of:
    - ?8.60 in cash per Draka ordinary share; plus
    - 0.6595 Prysmian shares per Draka ordinary share
  • The Offer implies a 25% premium to the closing share price of 13 October 2010 [2] and a premium of 37% to the volume weighted average share price over the 6 months ended 13 October 2010
  • Implied value of ?840 million for 100% of Draka`s issued and outstanding ordinary shares, with a total cash consideration of ?420 million, and ?1.3 billion enterprise value
  • Draka shareholders will represent up to approximately 15% in Prysmian post-completion of the Offer; Prysmian expects to issue approximately thirty two million of new shares
  • Support and unanimous recommendation from Draka`s Board of Management and Supervisory Board
  • Irrevocable commitment from Draka`s 48.5% shareholder Flint
  • Closing expected during Q2 2011

[1] Valued at Prysmian`s closing price of ?13.04 on 19 November 2010
 
[2] Last date before the rumours of a possible bid from Nexans became widely spread

Pdf version of the press release:
http://hugin.info/130732/R/1464347/402806.pdf

NOTE FOR EDITORS: for more information, please contact:

Draka Holding N.V.:

Michael Bosman - Director Investor Relations    
+31 20 568 9805; michael.bosman@draka.com


Prysmian profile
A leading player in the industry of high-tech cables and systems for energy and telecommunications, the Prysmian Group is a global business with more than ?3.7 billion in net sales in 2009 and a strong position in higher value-added market segments. With its two businesses, Energy Cables & Systems (submarine and underground cables for power transmission and distribution, for industrial applications and for the distribution of electricity to residential and commercial buildings) and Telecom Cables & Systems (optical cables and fibers and copper cables for video, data and voice transmission), Prysmian boasts a global presence with subsidiaries in 39 countries, 56 plants in 24 countries, 7 Research & Development Centres in Europe, USA and South America, and around 12,000 employees.
Prysmian is listed on the Milan Stock Exchange in the Blue Chip index. More information on Prysmian can be found at www.prysmian.com.

 

Draka profile
Draka Holding N.V. (`Draka`) is the holding company of a number of operating companies that are active worldwide in the development, production and sale of cable and cable systems. Draka`s activities are divided into three groups: Energy & Infrastructure, Industry & Specialty and Communications. Within these three groups, the activities are organised into divisions. Energy & Infrastructure consists of the Europe and Asia-Pacific divisions; Industry & Specialty consists of the Automotive & Aviation, Elevator Products, Cableteq USA, Industrial and Offshore divisions and the Communications Group comprises the Telecom Solutions, Multimedia and Specials, Americas and Optical Fiber divisions.

Draka has 68 operating companies in 31 countries throughout Europe, North and South America, Asia and Australia. Worldwide, the Draka companies employ some 9,400 people. Draka Holding N.V.`s head office is in Amsterdam. In 2009, Draka reported net sales of ?2.0 billion and net income of ? 48.3 million (excluding non-recurring items).

Draka Holding N.V. ordinary shares are listed on NYSE Euronext Amsterdam. The company is included in the Next150 index and the AMX index (Amsterdam Midkap index). Options on Draka shares are also traded on the NYSE Euronext Amsterdam Derivative Markets.

More information on Draka Holding N.V. can be found at www.draka.com:
http://www.draka.com/.

Forward looking statements
 This announcement includes certain "forward-looking" statements. These statements are based on the current expectations of Prysmian and Draka and are naturally subject to uncertainty and changes and circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", anticipates", "targets", estimates" and words of similar impact.


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This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Draka Holding NV via Thomson Reuters ONE


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