UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(Amendment No. 10)
(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. |
Explanatory Note
This Amendment No. 10 amends and supplements the Solicitation/Recommendation on Schedule 14D-9 initially filed with the SEC on June 6, 2013 (as previously filed with the SEC, as the same may have been or may be further amended or supplemented from time to time and, together with the exhibits and annexes attached hereto, this “Statement”) relating to the ordinary shares, nominal value of EUR 0.12 per share, of DEMB.
| Item 8. | Additional Information |
Item 8 of the Statement is hereby amended and supplemented by adding the following at the end of Item 8:
“Expiration of Post-Closing Acceptance Period
At 17:40 hours CET (11:40 EST), on September 25, 2013, the Post-Closing Acceptance Period expired as scheduled. The Offeror was advised by the exchange agent that, as of the expiration of the Post-Closing Acceptance Period, a total of 20,365,844 Shares were validly tendered for acceptance during the Post-Closing Acceptance Period, which together with the 546,345,885 Shares already held by the Offeror represent approximately 95.27% of the currently outstanding Shares. As the Offeror holds 95% or more of the Shares, the Offeror intends to effect a Statutory Buy-Out in order to acquire the remaining Shares not held by the Offeror or its Affiliates.
The press release issued by Oak Leaf B.V. is filed as Exhibit (a)(5)(N) to the Schedule TO and is incorporated herein by reference.”
| Item 9. | Exhibits |
Item 9 of the Statement is hereby amended to add the following exhibit:
| (a)(30) | Press Release dated September 26, 2013 (incorporated by reference to Exhibit (a)(5)(N) to the Schedule TO filed by Donata Holding SE, Donata Holdings B.V., JAB Holdings II B.V., JAB Forest B.V., Acorn Holdings B.V., Acorn B.V. and Oak Leaf B.V. on September 26, 2013). | |
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: September 26, 2013
