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2016-01-26

Koninklijke Ten Cate NV : TENNESSEE ACQUISITION DECLARES ITS PUBLIC OFFER FOR TENCATE UNCONDITIONAL

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, Section 16, paragraphs 1 and 2
and Section 17, paragraph 1 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 20 October 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, 26 January 2016

TENNESSEE ACQUISITION DECLARES ITS PUBLIC OFFER FOR TENCATE UNCONDITIONAL

Transaction highlights:

· The Offeror declares its public offer for all TenCate Shares
unconditional

· 85.8% of all issued and outstanding Shares tendered for
acceptance

· All conditions for completion of the Offer have been satisfied
or waived

· Settlement will take place on 29 January 2016

· Remaining Shares can be tendered in a post acceptance period
commencing on 27 January 2016 and ending on 9 February 2016

The Offeror and TenCate today jointly announce that the Offeror declares the
recommended public cash offer by the Offeror for all TenCate Shares at an
increased Offer Price of EUR 26.00 (cum dividend) in cash per Share (the
"Offer") unconditional.

Acceptance

The Offeror declares the Offer unconditional. All conditions for completion of
the Offer as described in the Offer Memorandum have been satisfied or waived.

As announced by the Offeror and TenCate on 22 January 2016, following 17:40
hours on 21 January 2016, being the Acceptance Closing Time, 23,146,702
Shares had been tendered under the Offer or committed to the Offeror subject
only to the Offer being declared unconditional, at the Offer Price of EUR
26.00 (cum dividend) per Share. 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, and
an aggregate value of approximately EUR 601,814,252 (if valued at the Offer
Price of EUR 26.00 (cum dividend) per share).

Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer
shall receive an amount in cash of EUR 26.00 per Share (cum dividend) (the
"Offer Price") for each Share validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and delivered
(geleverd) under the terms and conditions and subject to the restrictions of
the Offer.

Settlement of the Offer shall occur and payment of the Offer Price per validly
tendered Share shall be made on 29 January 2016 (the "Settlement Date").

No Shares were to date acquired by the Offeror outside the Offer.
Consequently, upon Settlement of the Offer the Offeror will hold 23,146,702
Shares, representing 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 and an aggregate value of approximately EUR
601,814,252 (if valued at the Offer Price of EUR 26.00 (cum dividend) per
Share).

Board appointments

As per the Settlement Date and conditional on Settlement having occurred, the
appointments of Mr. E.J. Westerink, Mr. J.H.L. Albers and Mr. B.T. Molenaar
and the resignations of Mr. P.F. Hartman and Mrs. M.J. Oudeman as members of
the Supervisory Board will become effective. The appointment of the new
Supervisory Board members was approved by the Shareholders during the EGM
held on 7 December 2015.

Post Acceptance Period

With a view to obtaining 100% of the Shares, the Offeror grants those
Shareholders who have not tendered their Shares under the Offer the
opportunity to tender their Shares in a post acceptance period
(na-aanmeldingstermijn) commencing at 09:00 hours CET on 27 January 2016 and
expiring at 17:40 hours CET on 9 February 2016 (the "Post Acceptance
Period"). Shareholders can tender their Shares during the Post Acceptance
Period in the same manner and subject to the same terms, conditions and
restrictions as described in the Offer Memorandum.

Shareholders who tender their Shares during the Post Acceptance Period shall
not have the right to withdraw such tendered Shares.

Shares validly tendered (or defectively tendered provided that such defect has
been waived by the Offeror) during the Post Acceptance Period will
immediately be accepted. The Offeror shall arrange for payment against
delivery (levering) for Shares validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) during the Post
Acceptance Period on the third Business Day after the day on which such
Shares are tendered.

Acquisition of 100%, Asset Sale and Liquidation

The willingness of the Offeror to pay the Offer Price is based on the
acquisition of 100% of the Shares or 100% of the Company's assets and
operations. An acquisition of 100% enables termination of the listing and an
efficient capital structure (both from a tax and financing perspective),
which are important factors in achieving the premium implied by the Offer
Price.

If the Offeror acquires 95% or more of the Shares, the Offeror and TenCate
intend to request Euronext Amsterdam to terminate the listing of the Shares
on Euronext Amsterdam promptly and the Offeror intends to initiate the
statutory squeeze-out proceedings to obtain 100% of the Shares.

In the event that the Offeror has not, together with its affiliates, acquired
95% or more of the Shares after expiration of the Post Acceptance Period, the
Offeror is likely to effect, or cause to effect, a restructuring taking
account of the strategic rationale of the Offer and the importance to the
Company, the Group and the Offeror for the Offeror to acquire 100% of the
Shares or 100% of the Company's assets and operations. In the effectuation of
any Post-Closing Restructuring Measure, due consideration will be given to
the requirements of Dutch law, including the interests of the stakeholders of
the Company and the interests of minority shareholders of the Company.

In such case, the most likely Post-Closing Restructuring Measure is the sale
by TenCate of its entire business (consisting of all assets and liabilities
of TenCate) to the Offeror or an affiliate of the Offeror and subsequent
liquidation of TenCate (the "Asset Sale and Liquidation"). However, the
Offeror may also elect to only partly pursue the Asset Sale and Liquidation
or pursue one or more other alternative Post-Closing Restructuring Measures
referred to in Section 3.15.4 (Other Post-Closing Restructuring Measures) of
the Offer Memorandum, whether or not in conjunction with the Asset Sale and
Liquidation (or a part thereof).

For an extensive explanation of the procedure of an Asset Sale and
Liquidation, reference is made to Section 3.15.3 (Asset Sale and Liquidation)
of the Offer Memorandum.

Further implications of the Offer being declared unconditional

Shareholders who do not intend to tender their Shares under the Offer should
carefully review Section 3.15 (Post-Closing Restructuring Measures) and
Section 3.16 (Consequences of the Offer) of the Offer Memorandum, which
describe certain risks they will be subject to if they elect not to accept
the Offer and certain measures the Offeror may take to achieve its goal of
obtaining 100% of the Shares or 100% of the Company's assets and operations,
including but not limited to the Asset Sale and Liquidation and a legal
squeeze-out procedure (uitkoopprocedure). These steps are likely to have
significant consequences for Shareholders who do not tender their Shares
under the Offer. The decision whether to implement any of these measures will
only be made after the Post Acceptance Period.

These risks are in addition to the risks associated with holding securities
issued by the Company generally, such as the exposure to risks related to the
business of the Company and its subsidiaries, the markets in which the
Company and its subsidiaries operate, as well as economic trends affecting
such markets generally as such business, markets or trends may change from
time to time.

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, dated 20 October 2015. In
addition, TenCate has made available the Position Statement dated 21 October
2015, containing the information required by Section 18, paragraph 2 and
Annex G of the Takeover Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum and/or the Position Statement. The
information in this announcement is not complete and additional information
is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate in order
to reach a reasoned judgment in respect of the Offer and the content of the
Offer Memorandum and the Position Statement. In addition, Shareholders may
wish to consult with their tax advisors regarding the tax consequences of
tendering their Shares under 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).

The Exchange Agent:

ING Bank N.V. (Attention: Sjoukje Hollander/Remko Los)

Foppingadreef 7

1102 BD Amsterdam

The Netherlands

Telephone: +31 20 563 6546 / +31 20 563 6619

Fax: +31 20 563 6959

E-mail: iss.pas@ing.nl

Media contacts:

Hill+Knowlton Strategies

Tel: +31 20 4044 707

Sabine Post-de Jong

Mob: +31 6 55 15 53 65

Ariën Stuijt

Mob: +31 6 21 53 12 33

Investor contacts:

TenC...

Författare WKR

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