MEDIQ

• Home »
• Corporate Governance »
• Capital and shares

Mediq NV has entered into an agreement with the Stichting Preferente Aandelen Mediq (the “foundation”) under which the company has granted an option to the foundation for the purchase of cumulative preference shares up to the total nominal amount of issued shares at the time of exercise. In accordance with the provisions of the Disclosure of Major Holdings in Listed Companies Act, notification has been made by the foundation to the Netherlands Authority for the Financial Markets that the foundation holds an option for Mediq cumulative preference shares. This enables it to acquire 100% of the share capital issued at that time, i.e. 50% control.

The foundation can exercise the option right and thereby acquire 50% of control if doing so is desirable in its judgement with a view to safeguarding the interests of the company and the businesses directly or indirectly maintained by the company, in such a way that the interests of the company and the businesses and all the parties involved in them are safeguarded as much as possible, and that influences that could harm the independence and/or the continuity as going concerns and/or the identity of the company and those businesses in contravention of those interests, are warded off to the greatest possible extent.

We expressly see this as a temporary measure to create a period of consultation and be able to consider alternatives. The Board of Management will publicly disclose the preparation by third parties of a take-over by way of a public bid if it becomes aware of it. We likewise intend to submit any such offer or potential alternatives to the General Meeting of Shareholders for approval, since we consider that the appropriate forum for proposals for major changes in the company’s identity. In the view of the company’s management, a friendly public bid, possibly including an acquisition premium, will reflect the market value of the company after negotiations have been completed. This will not necessarily be the case for a hostile bid. In the event of a hostile bid in particular, the board of Stichting Preferente Aandelen Mediq can use the preference shares to force a period for consultation and for consideration of possible alternatives. It would allow the Board of Management to assess the potential take-over and the alternatives from the perspective of all the company’s stakeholders.

The board of the foundation comprises Mr A.L. Asscher (chairman), Mr H. Visser, Mr R. Zwartendijk, Mr J. van den Belt and Mr W. van Vonno.

Both the Board of Management and the foundation’s board consider the foundation to be independent of Mediq within the meaning of the Financial Supervision Act.

Apart from a public bid, a majority shareholder position, and therefore control of the company, can also be attained by acquiring Mediq shares on the stock market. Obviously, this approach would not give rise to an acquisition premium. Invoking the option right of Stichting Preferente Aandelen Mediq could also be an effective measure in such a situation. Each year, the board of the foundation subjects the reasons for the foundation’s existence and for the current option right and the membership of the board of the foundation to review.

Mediq has decided to grant the foundation the right to submit a request for an inquiry on the basis of Section 346 (c) of Book 2 of the Dutch Civil Code. This enables the foundation to achieve its object without necessarily having to exercise the option right granted to it. Depending on circumstances, it can be desirable not (yet) to exercise the option right.