UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
D.E MASTER BLENDERS 1753 N.V.
(Name of Subject Company)
D.E MASTER BLENDERS 1753 N.V.
(Name of Person(s) Filing Statement)
Ordinary Shares, nominal value €0.12 per share
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Robin Jansen
Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
+31 20-558-1014
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
| A. Peter Harwich | Onno van Klinken | |
| Allen & Overy LLP | General Counsel & Secretary | |
| 1221 Avenue of the Americas | Oosterdoksstraat 80 | |
| New York, New York 10020 | 1011 DK Amsterdam | |
| +1 (212) 610-6300 | The Netherlands | |
| +31 20-558-1753 |
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
THE INFORMATION CONTAINED HEREIN IS PRELIMINARY AND IS SUBJECT TO CHANGE AND COMPLETION. THE OFFER DESCRIBED HEREIN HAS NOT YET COMMENCED, AND THIS COMMUNICATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OR RECOMMENDATION OF AN OFFER TO SELL D.E MASTER BLENDERS 1753 N.V.’S ORDINARY SHARES, NOR SHALL THERE BE ANY SALE OR PURCHASE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. AT THE TIME THE OFFER IS COMMENCED, D.E MASTER BLENDERS 1753 N.V. WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (THE “SCHEDULE 14D-9”) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND MAKE THE FINAL POSITION STATEMENT PUBLICLY AVAILABLE. D.E MASTER BLENDERS 1753 N.V.’S SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE SCHEDULE 14D-9 WHEN IT IS FILED WITH THE SEC AND THE POSITION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT D.E MASTER BLENDERS 1753 N.V.’S SHAREHOLDERS SHOULD CONSIDER BEFORE TENDERING THEIR SHARES (AS DEFINED BELOW). THE SCHEDULE 14D-9 AND POSITION STATEMENT WILL BE AVAILABLE FOR FREE ON THE SEC WEBSITE (WWW.SEC.GOV). COPIES OF D.E MASTER BLENDERS 1753 N.V.’S FILINGS WITH THE SEC MAY BE OBTAINED AT THE SEC’S WEB SITE (WWW.SEC.GOV). COPIES OF THE FINAL OFFER DOCUMENT APPROVED BY THE AFM WILL BE AVAILABLE AT THE OFFICES OF D.E. MASTER BLENDERS 1753 N.V. AT OOSTERDOKSSTRAAT 80, AMSTERDAM, 1011 DK, THE NETHERLANDS, AT THE OFFICES OF THE PROXY SOLICITATION AND INFORMATION AGENT, GEORGESON, AT 480 WASHINGTON BOULEVARD, 26TH FLOOR, JERSEY CITY, NEW JERSEY 07310 AND 2ND FLOOR, VINTERS PLACE, 68 UPPER THAMES STREET, LONDON EC4V 3BJ, UNITED KINGDOM.
| Item 1. | Subject Company Information |
Name and Address
The name of the subject company is D.E Master Blenders 1753 N.V., a public limited liability company registered in the Netherlands (“DEMB” or the “Company”). DEMB’s principal executive offices are located at Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands. DEMB’s phone number at this address is +31 20-558-1753.
Securities
This Solicitation/Recommendation Statement on Schedule 14D-9 (together with the exhibits and annexes attached hereto, as it may be amended or supplemented, this “Statement”) relates to the ordinary shares, nominal value of EUR 0.12 per share, of the Company (the “Shares” and each a “Share” and the holders of such Shares, the “Shareholders”). As of the date of this Statement, there are 594,859,274 Shares outstanding.
| Item��2. | Identity and Background of Filing Person |
Name and Address
DEMB is the person filing this Statement. The information about DEMB’s business address and business telephone number is set forth in Item 1 above.
Tender Offer
This Statement relates to the tender offer by Oak Leaf B.V., a private limited liability company incorporated under the laws of the Netherlands (the “Offeror”) and a wholly owned direct subsidiary of Acorn B.V., (“Acorn”) a private limited liability company incorporated under the laws of the Netherlands and a wholly owned indirect subsidiary of Acorn Holdings B.V. (“Acorn Holdings”), a private limited liability company incorporated under the laws of the Netherlands and JAB Forest B.V. (“JAB Forest”), a private limited liability company incorporated under the laws of the Netherlands, being made upon the terms and subject to the conditions and restrictions set forth in the Offer Memorandum dated [•], 2013 (the “Offer Memorandum”) to purchase all issued and outstanding Shares at the price of EUR 12.50 cum dividend per Share, net to the seller in cash, less any applicable withholding taxes and without interest (the “Offer Price”) (collectively, the “Offer”). The Offer Memorandum is an exhibit to the Offeror’s Tender Offer Statement on Schedule TO dated [•], 2013 (the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”). The Offer Memorandum has been filed as Exhibit (a)(1) hereto, and is incorporated in its entirety herein by reference.
The Offer is being made pursuant to the Merger Protocol dated as of April 12, 2013 as amended and restated on June 6, 2013 (together with any further amendments or supplements thereto, the “Merger Protocol”) between the Offeror and DEMB. A copy of the Merger Protocol is filed as Exhibit (e)(1) hereto, and is incorporated in its entirety herein by reference.
In connection with the Offer, DEMB has issued a Position Statement, in accordance with applicable Dutch regulations, regarding the Offer, dated [•], 2013 (the “Position Statement”). The Position Statement has been filed as Exhibit (a)(2) hereto, and is incorporated in its entirety herein by reference.
| Item 3. | Past Contacts, Transactions, Negotiations and Agreements |
See the information set forth in the section entitled “Questions and Answers About the Offer,” Section 6.2 (Offer Conditions, satisfaction and waiver), Section 6.3 (Filings with competition authorities), Section 6.4 (Filing of the Merger Proposal and convening of Merger EGM), Section 6.5.2 (Shares committed by members of the Board), Section 6.6 (Overview of Shares and rights held by members of the Board), Section 6.10 (Governance of DEMB as from the Settlement Date), Section 6.12 (Non-financial terms), Section 6.13 (Social aspects of the Offer) and Section 6.14 (Certain arrangements between the Offeror and DEMB), in each case, of the Offer Memorandum, which are incorporated by reference into this Item 3. See Paragraph 2 (Decision-making process by the Board), Paragraph 3.3 (The Board’s non-financial assessment of the Offer) and Paragraph 6 (Overview of Shares held, Share transactions and incentive plans), in each case, of the Position Statement, which are incorporated by reference into this Item 3.
Except as described or referred to in this Statement or as otherwise incorporated herein by reference, to the knowledge of DEMB, as of the date of this Statement, there are no material agreements, arrangements or understandings, nor are there any actual or potential conflicts of interest, between DEMB or its affiliates and (i) the DEMB’s executive officers, directors or affiliates or (ii) the Offeror, Acorn, Acorn Holdings, JAB Forest or their respective executive officers, directors or affiliates.
| Item 4. | The Solicitation or Recommendation |
See Paragraph 2 (Decision-making process by the Board), Paragraph 3 (The Board’s rationale), Paragraph 5 (Employees), Paragraph 6 (Overview of Shares held, Share transactions and incentive plans), Paragraph 8 (Recommendation), Paragraph 9 (Fairness opinion Lazard), Paragraph 10 (Fairness opinion Goldman Sachs), Schedule 1 (Full text fairness opinion Lazard) and Schedule 2 (Full text fairness opinion Goldman Sachs), in each case, of the Position Statement, which are incorporated by reference into this Item 4.
| Item 5. | Person/Assets, Retained, Employed, Compensated or Used |
See Paragraph 9 (Fairness opinion Lazard), Paragraph 10 (Fairness opinion Goldman Sachs), Schedule 1 (Full text fairness opinion Lazard) and Schedule 2 (Full text fairness opinion Goldman Sachs), in each case, of the Position Statement, which are incorporated by reference into this Item 5.
Neither DEMB nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to the Shareholders of the Company concerning the Offer.
| Item 6. | Interest in Securities of the Subject Company |
See Paragraph 6 (Overview of Shares held, Share transactions and incentive plans) of the Position Statement, which is incorporated by reference into this Item 6. Except as described or referred to in this Statement or as otherwise incorporated herein by reference, no transaction in the Shares has been effected during the past 60 days from the date of this Statement by DEMB, DEMB’s subsidiaries or, to DEMB’s best knowledge, any of DEMB’s executive officers, affiliates or directors.
| Item 7. | Purposes of the Transaction and Plans or Proposals |
See the information set forth in the section entitled “Questions and Answers About the Offer,” Section 6.6 (Overview of Shares and rights held by members of the Board), Section 6.9.2 (Liquidity and delisting), Section 6.9.3 (Statutory Buy-out), Section 6.9.4 (Post-Closing Merger and Liquidation), Section 6.9.5 (Post-Closing Restructuring Measures), Section 6.9.6 (Proposed amendments to Articles of Association), Section 6.9.7 (Dividend policy), Section
6.10 (Governance of DEMB as from the Settlement Date) and Section 6.14.1 (Exclusivity) of the Offer Memorandum, which are incorporated by reference into this Item 7. See also Paragraph 6 (Overview of Shares held, Share transactions and incentive plans) and Paragraph 7 (Post-Closing merger and liquidation) of the Position Statement, which is incorporated by reference into this Item 7.
Except as described or referred to in this Statement or as otherwise incorporated herein by reference, no negotiations are being undertaken or are underway by DEMB in response to the Offer that relate to (i) a tender offer or other acquisition of DEMB’s securities by the Company, any subsidiary of DEMB or any other person, (ii) an extraordinary transaction, such as a merger, reorganization or liquidation, involving DEMB or any of its subsidiaries, (iii) a purchase, sale or transfer of a material amount of the assets of DEMB or any of its subsidiaries, or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of DEMB.
Except as described or referred to in this Statement or as otherwise incorporated herein by reference, there are no transactions, board resolutions, agreements in principle or signed contracts in response to the Offer that relate to, or would result in, one or more of the events referred to in the preceding paragraph.
| Item 8. | Additional Information |
See the Position Statement, which is incorporated by reference in its entirety into this Item 8.
| Item 9. | Exhibits |
| (a)(1) | Offer Memorandum, dated [•], 2013 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO filed by JAB Forest B.V., Acorn Holdings B.V., Acorn B.V. and Oak Leaf B.V. on [•], 2013). | |
| (a)(2) | Position Statement regarding the recommended cash offer by Oak Leaf B.V. for all issued and outstanding ordinary shares with a nominal value of EUR 0.12 in the capital of D.E Master Blenders 1753 N.V. dated [•], 2013. | |
| (a)(3) | Technical Information Memorandum sent to Admitted Institutions of Euronext Amsterdam.1 | |
| (a)(4) | Letter of Transmittal sent to record holders.2 | |
| (a)(5) | Form of Cover Letter to registered shareholders in the direct registry of shareholders of DEMB.3 | |
| (a)(6) | Form of Cover Letter to shareholders holding Shares through a bank, broker or other financial institution.4 | |
| (a)(7) | Summary Advertisement, published [•], 2013 in [•].5 | |
| (a)(8) | Press release issued by D.E Master Blenders 1753 N.V. dated March 28, 2013 (incorporated by reference to the Form 6-K filed by D.E Master Blenders on March 29, 2013). | |
| (a)(9) | Joint press release issued by D.E Master Blenders 1753 N.V. and Oak Leaf B.V. dated April 12, 2013 (incorporated by reference to the Form 6-K filed by D.E Master Blenders on April 12, 2013). | |
| (a)(10) | Transcript of interview with Jan Bennink, Chairman and Interim CEO of D.E Master Blenders 1753 N.V. (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| (a)(11) | Transcript of interview with Bart Becht, Chairman of Joh. A. Benckiser (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| (a)(12) | Transcript of conference call for analysts and investors regarding intended offer dated April 12, 2013 (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| (a)(13) | E-mail dated April 12, 2013, sent to all employees of D.E Master Blenders 1753 N.V. (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| (a)(14) | Transcript of interview with Jan Bennink, Chairman and Interim CEO of D.E Master Blenders 1753 N.V., for D.E Master Blenders 1753 employees (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| 1 | To be filed by amendment. |
| 2 | To be filed by amendment. |
| 3 | To be filed by amendment. |
| 4 | To be filed by amendment. |
| 5 | To be filed by amendment. |
| (a)(15) | Transcript of interview with Bart Becht, Chairman of Joh. A. Benckiser, for D.E Master Blenders 1753 employees (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| (a)(16) | Transcript of media conference call regarding intended offer dated April 12, 2013 (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 16, 2013). | |
| (a)(17) | D.E Master Blenders 1753 Q&A script (incorporated by reference to the Schedule 14D-9C filed by D.E Master Blenders on April 17, 2013). | |
| (a)(18) | Joint press release issued by D.E Master Blenders 1753 N.V. and Oak Leaf B.V. dated May 10, 2013 (incorporated by reference to the Form 6-K filed by D.E Master Blenders on May 10, 2013). | |
| (e)(1) | Merger Protocol, between the Offeror and DEMB, dated April 12, 2013 as Amended and Restated on June 6, 2013 (incorporated by reference to Exhibit(d)(1) to the Schedule TO filed by JAB Forest B.V., Acorn Holdings B.V., Acorn B.V. and Oak Leaf B.V. on [—]). | |
| (e)(2) | Confidentiality Agreement, dated March 20, 2013, between DEMB and Forest (incorporated by reference to Exhibit (d)(2) to the Schedule TO filed by JAB Forest B.V., Acorn Holdings B.V., Acorn B.V. and Oak Leaf B.V. on [•]). | |
| (g) | Not applicable. | |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| D.E MASTER BLENDERS 1753 N.V. | ||||
| /s/ Michel M.G. Cup | ||||
| Michel M.G. Cup | ||||
| Chief Financial Officer | ||||
Date: June 6, 2013
