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2016-01-22

Joint press release: Percentage of shares tendered under the offer at 85.8%

This is a joint press release by Koninklijke Ten Cate N.V. ("TenCate" or the
"Company") and Tennessee Acquisition B.V. (the "Offeror"), pursuant to the
provisions of Section 4, paragraphs 1 and 3 of the Netherlands Decree on
Public Takeover Bids (Besluit openbare biedingen Wft, (the "Takeover Decree")
in connection with the recommended public offer for all the issued ordinary
shares in the capital of TenCate (the "Shares"). This announcement does not
constitute an offer, or any solicitation of any offer, to buy or subscribe
for any securities in TenCate. The Offer is made solely pursuant to the offer
memorandum, dated October 20, 2015 (the "Offer Memorandum"), approved by the
Netherlands Authority for the Financial Markets (Autoriteit Financiële
Markten). This announcement is not for release, publication or distribution,
in whole or in part, in or into, directly or indirectly, Canada and the
United States. Capitalised terms used but not defined herein have the meaning
ascribed thereto in the Offer Memorandum.
JOINT PRESS RELEASE
Almelo/Utrecht, 22 January 2016

Percentage of shares tendered under the offer at 85.8%

TenCate and the Offeror today jointly announce that following 17:40 hours on
21 January 2016, being the Acceptance Closing Time, 23,146,702 Shares had
been tendered under the recommended public cash offer by the Offeror or
committed to the Offeror subject only to the Offer being declared
unconditional, at an increased Offer Price of EUR 26.00 per Share (the
"Offer"). These tendered Shares represent approximately 85.8% of all the
Company's issued and outstanding share capital (geplaatst kapitaal), i.e.
excluding 475,687 Shares held in treasury by the Company.

The Offeror will announce whether the Offer will be declared unconditional
(gestand wordt gedaan) on or before Tuesday 26 January 2016.

***

Media contacts:
Hill+Knowlton Strategies
Mob: +31 6 55 15 53 65
Sabine Post-de Jong

Investor contacts:
TenCate
Mob: +31 6 21 59 74 11
Gert Steens

About TenCate

TenCate is a multinational company which combines materials technology and
chemical processes in the development and production of functional materials
with distinctive characteristics. TenCate products are developed,
manufactured and sold around the world. Systems and materials from TenCate
come in four areas of application: safety&protection, space&aerospace;
infrastructure&environment; sports&recreation. TenCate occupies leading
positions in protective fabrics, composites for space and aerospace,
antiballistics, geosynthetics and synthetic turf. For more information, visit
www.tencate.com.

About Gilde
With offices in the Benelux and DACH region, Gilde Buy Out Partners is a
leading European private equity investor in mid-market transactions. Founded
in 1982, Gilde has been supporting management teams in over 100 buy out
transactions. Gilde manages funds in excess of €3 billion and has a
controlling interest in companies such as CID Lines, Roompot, Axa Stenman,
Comcave, Spandex, Riri, Teleplan, Powerlines and HG. For more information,
visit www.gilde.com.

About Parcom Capital

Parcom Capital is a leading mid-market private equity firm in the Benelux with
a mid- to long-term investment horizon focused on distinctive value creation
strategies. It was founded in 1982 as one of the first buy-out and expansion
capital providers in the Dutch market. Over the past 30 years, Parcom Capital
invested directly in more than 75 (international) companies, was involved in
numerous add-ons and helped multiple management teams in realizing their
growth ambitions. For more information visit www.parcomcapital.com

About ABN Amro Participaties

ABN AMRO Participaties ("AAPart") is the private equity firm of ABN AMRO
Group, and invests in profitable companies in the Netherlands. AAPart has a
mid- to long-term investment horizon, and supports entrepreneurial management
teams in realising their growth ambitions. Over the past 30 years, AAPart has
invested in more than 100 companies in various industries, helping them to
grow organically as well as through add-on acquisitions. For more
information, visit www.abnamroparticipaties.nl

General restrictions

This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice or an inducement to enter into investment activity. This announcement
does not constitute an offer to sell or issue or the solicitation of an offer
to buy or acquire the securities of TenCate in any jurisdiction. The
distribution of this press release may, in some countries, be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, the Offeror, each member of the
Consortium, TenCate and their respective advisors disclaim any responsibility
or liability for the violation of any such restrictions by any person. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of that jurisdiction. Neither the Offeror, any member of the
Consortium nor TenCate, nor any of their advisors assumes any responsibility
for any violation by any person of any of these restrictions. Any Shareholder
who is in any doubt as to his position should consult an appropriate
professional advisor without delay. This announcement is not to be published
or distributed in or to Canada and the United States.

Forward-looking statements

This press release may include "forward-looking statements", including
statements regarding the transaction and anticipated consequences and
benefits of the transaction, the targeted close date for the transaction, the
intended financing, as well as language indicating trends, such as
"anticipated" and "expected." These forward-looking statements involve
certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements. These risks
and uncertainties include the receipt and timing of necessary regulatory
approvals. These forward looking statements speak only as of the date of this
press release. The Offeror, each member of the Consortium and TenCate
expressly disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to reflect any
change in the expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. Although
the Offeror and TenCate believe that the assumptions upon which their
respective financial information and their respective forward-looking
statements are based are reasonable, they can give no assurance that these
assumptions will prove to be correct. Neither the Offeror, any member of the
Consortium, nor TenCate, nor any of their advisors accepts any responsibility
for any financial information contained in this press release relating to the
business or operations or results or financial condition of the other or
their respective groups.
Offer Memorandum, Position Statement and further information

The Offeror is making the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum, which is available on
www.tencate.com. In addition, TenCate has made available the Position
Statement, containing the information required by Article 18, paragraph 2 and
Annex G of the Takeover Decree in connection with the Offer.

Digital copies of the Offer Memorandum are available on the websites of
TenCate (www.tencate.com). TenCate's website does not constitute a part of,
and is not incorporated by reference into, the Offer Memorandum. Digital
copies of the Position Statement are available on the website of TenCate
(www.tencate.com).

Press release as PDF
http://hugin.info/130798/R/1980607/725590.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Koninklijke Ten Cate NV via Globenewswire

HUG#1980607

Författare WKR

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