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EXHIBIT 99(d)(9)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase, dated
June 7, 1996 and the related Letter of Transmittal, and is not being
made to (nor will tenders be accepted from or on behalf of)
holders of Shares in any jurisdiction in which the
making of the Offer or the acceptance
thereof would not be in compliance
with the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
UNIVAR CORPORATION
AT
$19.45 NET PER SHARE
BY
UC ACQUISITION CORP.
AN INDIRECT SUBSIDIARY OF
ROYAL PAKHOED N.V.
UC Acquisition Corp., a Washington corporation ("Buyer"), which is an
indirect subsidiary of Royal Pakhoed N.V. (a translation of Koninklijke Pakhoed
N.V.), a publicly held limited liability company formed under the laws of The
Netherlands ("Parent"), is offering to purchase all outstanding common shares
(the "Shares"), of Univar Corporation, a Washington corporation (the
"Company"), at a price of $19.45 per Share, net to the seller in cash (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated June 7, 1996 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
The purpose of the Offer is to enable Parent to acquire control of, and
the entire equity interest in, Company. The Offer is the first step in the
acquisition of all the Shares of Company.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY TIME,
ON MONDAY, JULY 15, 1996, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
THE OFFER TO PURCHASE) THAT NUMBER OF SHARES THAT WOULD, WHEN AGGREGATED WITH
THE SHARES ALREADY OWNED BY BUYER AND ITS AFFILIATES, REPRESENT A MAJORITY OF
ALL OUTSTANDING SHARES ON THE DATE OF PURCHASE, AND (ii) ALL GOVERNMENTAL
APPROVALS (AS DEFINED IN THE OFFER TO PURCHASE) FOR THE OFFER HAVING BEEN
OBTAINED OR WAIVED BY PARENT AND BUYER AND APPLICABLE LAWS COMPLIED WITH.
For purposes of the Offer, Buyer will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Buyer and not
withdrawn as, if and when Buyer gives oral or written notice to Chemical Mellon
Shareholder Services, LLC (the "Depositary"), of Buyer's acceptance for
payment of such Shares. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the Offer Price therefor with the Depositary, which will act
as agent for tendering shareholders for the purpose of receiving payment from
Buyer and transmitting payment to tendering shareholders. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of: (i) certificates for (or a timely
Book-Entry Confirmation (as defined in the Offer to Purchase)) with
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respect to such Shares, (ii) a Letter of Transmittal (for facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
or, in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase), and (iii) any other documents required by the Letter of
Transmittal. In the event the Offer is extended beyond July 31, 1996, the Offer
Price shall be increased by an amount equal to the product of the Offer Price
multiplied by the prime interest rate as announced by Bank of America NW, N.A.
(doing business as Seafirst Bank) in Seattle, Washington as in effect on August
1, 1996, multiplied by the quotient of the number of days that the Offer is
extended after July 31, 1996, divided by three hundred and sixty-five (365).
EXCEPT IN THE CASE OF AN EXTENSION OF THE OFFER BEYOND JULY 31, 1996, UNDER NO
CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE OF THE SHARES TO BE PAID
BY BUYER.
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by
Buyer pursuant to the Offer, may also be withdrawn at any time after August 6,
1996 or such later date if the Offer is extended in accordance with its terms.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses as set forth in the Offer to Purchase and must specify the
name of the person having tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder of the Shares to
be withdrawn, if different from the name of the person who tendered the Shares.
If certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and, unless such Shares have been tendered by an Eligible Institution (as
defined in the Offer to Purchase), the signatures on the notice of withdrawal
must be guaranteed by an Eligible Institution. If Shares have been delivered
pursuant to the procedure for book-entry transfer as set forth in the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility (as defined in the
Offer to Purchase) to be credited with the withdrawn Shares and otherwise
comply with such Book-Entry Transfer Facility's procedures. Withdrawals of
tenders of Shares may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not validly tendered for any purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in the Offer to Purchase at any time prior to the
Expiration Date. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by Buyer in its sole
discretion, which determination will be final and binding.
Buyer expressly reserves the right to extend the period of time during
which the Offer is open to not later than August 31, 1996, if (i) any
Governmental Approvals (as defined in the Offer to Purchase) shall have not been
obtained by July 31, 1996, or (ii) by July 26, 1996, less than 80% of the
outstanding shares have been tendered for purchase pursuant to the Offer, and
Buyer reasonably believes that 80% or more of the Shares will be tendered if the
Expiration Date of the Offer is extended to not later than August 31, 1996.
Buyer can extend the Offer by giving oral or written notice of such extension to
the Depositary.
The information required to be disclosed by paragraph (e)(l)(vii) of
Rule 14d-6 under the Securities Exchange Act of 1934, as amended, is contained
in the Offer to Purchase and is incorporated herein by reference.
Company has provided Buyer, the Depositary and the Information Agent
with Company's shareholder list and security listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase, the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares, and will be furnished to brokers, dealers, banks,
trust companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder lists, or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Questions and requests for assistance or for copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer documents may be
directed to the Information Agent, as set forth below, and copies will be
furnished at Buyer's expense. No fees or commissions will be payable to brokers,
dealers or other persons other than the Information Agent for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect (212) 269-5550
All others Call Toll Free 1-800-735-3591
June 7, 1996