Torqx launches recommended all-cash offer for Beter Bed Holding Shares - Acceptance Period starts on 5 October 2023

UPDATE - JOINT PRESS RELEASE

This is a joint press release by Beter Bed Holding N.V. ("Beter Bed Holding" or the "Company") and 959 B.V. (the "Offeror"), a company controlled by Torqx Capital Partners B.V. ("Torqx"). This joint press release is issued pursuant to the provisions of Section 4, paragraph 1, Section 10, paragraphs 1 and 3 and Section 18, paragraph 3 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding shares in the capital of the Company (the "Offer"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of the offer memorandum ("Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") which is available as of today. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.

Transaction Highlights

• Offer Price of EUR 6.10 (cum dividend) per Share reflects a significant premium of approximately 107%.
• Acceptance Period runs from 5 October 2023 to 29 November 2023. Completion of the Offer is expected before year-end.
• Boards of Beter Bed Holding unanimously recommend the Shareholders to tender their Shares.
• Beter Bed Holding will hold the EGM at 10:00 hours CET on 15 November 2023.
• Navitas, Teslin and De Engh have irrevocably committed to offer their Shares, representing 44.32% of the Shares.
• The joint works council of Beter Bed Holding provided its positive advice.
• The ACM (Autoriteit Consument & Markt) issued a positive clearance decision.
• Offer is subject to certain conditions, including Acceptance Threshold of 80%.
• If the Offeror obtains 95% or more of the Shares, it will initiate Statutory Buy-Out Proceedings and may elect to implement the Post-Closing Demerger prior to initiating the Statutory Buy-Out Proceedings. If the Offeror obtains between 80% and 95% it expects to implement the Post-Closing Merger. The Offeror may only implement the Post-Closing Demerger or Post-Closing Merger if approved at the EGM.
• More information on the Offer can be found on the dedicated webpage: www.beterbedholding.com/public-offer/.
  
  

Uden, the Netherlands, 4 October 2023, with reference to the publication of the Offer Memorandum today, Beter Bed Holding, the Netherlands’ largest sleep specialist in retail, wholesale and B2B, and Torqx are pleased to jointly announce that Torqx, through the Offeror, is making a recommended public cash offer to all holders of issued ordinary shares in the capital of Beter Bed Holding (the "Shares", and each holder of such Shares a "Shareholder") at an offer price of EUR 6.10 (cum dividend) per Share. Shareholders can tender their Shares between 5 October 2023 and 29 November 2023. Completion of the Offer is expected before year end.

For the full PDF of the press release, please click on the link under attachment.

Press photos can be downloaded here.

Attachment

• Press release 04-10-2023