Over 96% of Shares Tendered to Descartes Pursuant to Offer to
WATERLOO - The Descartes Systems Group Inc., a federated global logistics network, announced that its wholly-owned subsidiary Dexxcartes bvba will acquire 96.17% of the outstanding shares of Zemblaz NV (formerly denominated Porthus NV, "Porthus") as a consequence of a voluntary and conditional takeover offer (the "Offer").
Dexxcartes commenced the Offer on February 22, 2010 at a price of EUR
12.50 per share. The Offer ended on March 12, 2010. The Offer was
conditional on at least 95% of Porthus' outstanding shares being
tendered to the Offer.
2,293,403 Porthus shares were tendered pursuant to the Offer,
representing 96.17% of the 2,384,790 outstanding shares of Porthus. No
warrants were tendered, as a result of which Dexxcartes holds no
warrants of Porthus.
Dexxcartes will become the legal owner of the 2,293,403 tendered shares
upon payment of the price of EUR 12.50 per share to the sellers, for an
aggregate payment for these shares of EUR 28,667,537 (approximately US
$39,136,922 at March 15, 2010). This payment will be made to the
sellers of the shares by March 19, 2010.
In accordance with article 513, section 1 of the Belgian Code of
Companies and articles 42 and 43 of the Royal Decree of April 27, 2007
and as announced in the prospectus relating to the Offer, Dexxcartes
will proceed with a public buy-out offer (the "Buy-Out Offer") of the
remaining 91,387 shares and remaining warrants of Porthus on the same
conditions as those of the Offer. This Buy-Out Offer will be at a price
of EUR 12.50 per share, a price of EUR 12.33 per warrant issued
pursuant to the 2000 warrant plan and a price of EUR 20.76 per warrant
issued pursuant to the 2001 warrant plan. The Buy-Out Offer will start
on March 19, 2010 and end on April 12, 2010. The results of the Buy-Out
Offer will be announced by April 14, 2010. Sellers who accept the
Buy-Out Offer will be paid by April 16, 2010 by way of wire transfer on
the bank account thereto indicated by the seller in the acceptance
After the end of the public Buy-Out Offer, any remaining securities not
tendered to the Buy-Out Offer will be legally deemed to have been
transferred to Dexxcartes. Payment of these securities will be made to
Belgium's Deposit and Consignation Fund ("Deposito-- en
Consignatiekas") in favour of the former owners of the non-tendered
At the start of the Buy-Out Offer, Dexxcartes will ask for the
delisting of the Porthus shares from the NYSE Alternext Brussels.