Stake of Go Acquisition b.V. in Gamma Holding N.V. to 91.5%

Post-acceptance period open up to 22 February 2011

Not for release, publication or distribution, in full or in part, in or into the United States of America, Canada or Japan. 

This is a joint press release (pursuant to article 16 and 17 of the Dutch Decree on Public Takeover Bids ("Bob Wft")) by Go Acquisition B.V. ("Go Acquisition") and Gamma Holding N.V. ("Gamma Holding") in connection with the offer memorandum (the "Offer Memorandum"), which has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten or "AFM") and has been made publicly available on 13 January 2011, regarding the mandatory public offer for all the issued and outstanding shares in the capital of Gamma Holding not currently held by Go Acquisition, Gilde Buy-Out Fund III B.V. ("GBOF III BV"), Gilde Buy-Out Fund III C.V. ("GBOF III CV", together with GBOF III BV, "Gilde"), Parcom Investment Fund I B.V. ("PIF I BV") and Parcom Buy-Out Fund IV B.V. ("BOF IV BV", together with PIF I BV, "Parcom") (the "Ordinary Shares") and all issued and outstanding ordinary participating preference shares in the capital of Gamma Holding not currently owned by Go Acquisition, Gilde and Parcom (the "Ordinary Preference Shares"), each with a nominal value of EUR 2.50 (the "Offer"). The shares in the capital of Go Acquisition are held by Gilde. Parcom will participate in the share capital of Go Acquisition.     

Utrecht and Helmond, 15 February 2011

With reference to the press releases of 6 December 2010 and 13 January 2011 in connection with the Offer, Go Acquisition hereby announces that as per the expiration of the acceptance period on 11 February 2010 at 18:00 hours CET, 787,883 Ordinary Shares and 82,112 Ordinary Preference Shares with a total value of EUR 23,135,999 have been tendered under the Offer, representing 10.5% of the issued and outstanding ordinary shares in the capital of Gamma Holding and 61.3% of the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding. 

Payment and delivery of tendered shares

On 18 February 2011, Go Acquisition will start paying the offer price of EUR 29.00 per validly tendered and delivered (geleverd) Ordinary Share and EUR 3.50 per validly tendered and delivered (geleverd) Ordinary Preference Share, after which Go Acquisition will hold 6,786,362 ordinary shares representing 90.3%  of the issued and outstanding ordinary shares in the capital of Gamma Holding and 102,212 ordinary participating preference shares representing 76.3% of the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding. After settlement of the Offer, Go Acquisition shall hold 91.5% of the shares in the capital of Gamma Holding excluding shares held by Gamma Holding.

Post-acceptance period

In order to grant shareholders of Gamma Holding who have not tendered their Ordinary Shares or Ordinary Preference Shares the possibility to tender their Ordinary Shares or Ordinary Preference Shares under the same conditions and restrictions applicable to the Offer and as described in the Offer Memorandum that was approved by the AFM on 13 January 2011, Go Acquisition will set a post-acceptance period. The post-acceptance period will commence on 16 February 2011 at 9:00 hours CET and will expire on 22 February 2011 at 18:00 hours CET.

Acceptance by shareholders through an Admitted Institution

Shareholders who wish to make use of the possibility of post-acceptance and hold their Ordinary Shares and/or their Ordinary Preference Shares through an institution admitted to Euronext Amsterdam ("Admitted Institution") are requested to make their acceptance known via their bank or stockbroker no later than 18:00 hours CET on 22 February 2011. The respective custodian, bank or stockbroker may set an earlier deadline for communication by shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances of those Ordinary Shares and/or Ordinary Preferences Shares to the settlement agent in a timely manner. For further information please refer to the Offer Memorandum that has been approved by the AFM and has been made publicly available on 13 January 2011, which also applies during the post-acceptance period.

Delisting

In the event that Go Acquisition has acquired 95% of the ordinary shares and/or 95% of the ordinary participating preference shares in the capital of Gamma Holding, Go Acquisition will in any case apply for delisting of those respective Gamma Holding shares with NYSE Euronext Amsterdam. Go Acquisition will preserve the right to apply for such delisting in case it holds 95% of the ordinary shares and ordinary participating preference shares together in the capital of Gamma Holding, and in other circumstances where NYSE Euronext Amsterdam would be prepared to accept such an request. 

Offer Memorandum, Position Statement en further information

Digital copies of the Offer Memorandum are available on the website of Gamma Holding (www.gammaholding.nl, under Corporate governance, Documenten and downloads). Gamma Holding's website does not constitute a part of the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the head office of Gamma Holding in Helmond, The Netherlands, and at the offices of the settlement agent at the addresses mentioned below: 

Gamma Holding N.V.

Panovenweg 12

5708 HR Helmond

Nederland

Postbus 80

5700 AB Helmond

Nederland

Tel: +31 (0)492 56 66 00

Fax: +31 (0)492 56 67 00

Email:  

Rabobank International Global Financial Markets – Syndications

Croeselaan 18

3521 CB Utrecht

Nederland

Postbus 17100

3500 HG Utrecht

Nederland

Tel: +31 (0)30 712 4451

Fax: +31 (0)30 712 4018

Email:  

Digital copies of the Position Statement are available on the website of Gamma Holding (www.gammaholding.nl, under Corporate governance, Documents and downloads). 

Restrictions and important information

The making of the Offer, making the Offer Memorandum, the Position Statement and this press release publicly available, including the distribution of any other information regarding the Offer may in certain jurisdictions may subject to restrictions. The Offer is not, directly or indirectly, being made in and will not be accepted for purchase from any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. However, acceptances of the Offer by shareholders not residing in The Netherlands will be accepted if such acceptances comply with the acceptance procedure set out in the Offer Memorandum. Any failure to comply with any such restrictions may constitute a violation of the applicable securities or others laws or regulations of such jurisdiction. Neither Go Acquisition, nor Gilde nor Parcom, nor any of their respective advisers accepts any liability for any violation by any person of any such restriction. Shareholders should promptly seek independent advice regarding their position in this respect. This press release is also published in Dutch; the Dutch version will prevail over the English version.