Mediq NV has entered into an agreement with the Foundation Preference Shares Mediq (the ‘foundation’) under which the company has granted an option to the foundation for the purchase of cumulative preference shares up to the total nominal amount of issued shares at the time of exercise. In accordance with the provisions of the Disclosure of Major Holdings in Listed Companies Act, notification has been made by the foundation to the Netherlands Authority for the Financial Markets that the foundation holds an option for Mediq cumulative preference shares. This enables it to acquire 100% of the share capital issued at that time, i.e. 50% of the voting rights.
The foundation can exercise the option right and thereby acquire 50% of the voting rights if doing so is desirable in its judgement to safeguard to the greatest possible extent the interests of the company and the businesses directly or indirectly maintained by the company as well as all the parties involved in them against influences that could harm the independence and/or the continuity as going concerns and/or the identity of the company and those businesses.
This has to be seen as a temporary measure to create for the Management Board and the Supervisory Board of the company a period of consultation and time to consider alternatives.
The Board of the foundation comprises Mr A.L. Asscher (chairman), Mr H. Visser,
Mr R. Zwartendijk, Mr J. van den Belt and Mr W. van Vonno. There were no changes in the membership of the board in the year under review.
Both the Management Board and the foundation’s Board consider the foundation to be independent of Mediq within the meaning of the Financial Supervision Act.
Apart from a public bid, a majority shareholder position, and therefore control of the company, can also be attained by acquiring Mediq shares on the stock market. Obviously, this approach would not give rise to an acquisition premium. In view of what is described above, the Board of the Foundation Preference Shares Mediq may also consider exercising its option rights in such a situation. Each year, the Board of the foundation carefully reviews the reasons for the foundation’s existence and for the current option right and the membership of the Board of the foundation
Depending on circumstances, it can be desirable not (yet) to exercise the option right. Therefore Mediq has decided to grant the foundation the right to submit a request for an inquiry on the basis of Section 346 (c) of Book 2 of the Dutch Civil Code. This enables the foundation to achieve its objective without necessarily having to exercise the option right granted to it.