Nieke Roos
28 June

Through his investment firm Infestos, Neways shareholder Bernard ten Doeschot is upping the ante in the takeover game with VDL.

Neways has announced that it has reached a conditional agreement with Enschede-based investment firm Infestos on a recommended public offer for all of the issued and outstanding ordinary shares. Amounting to an aggregate equity value of approximately 177.5 million euros, the price per share of 14.55 euros in cash represents a premium of 33.5 percent over the closing price of the EMS specialist from Son on 29 April 2021. It looks like it’s game over for VDL, as the new bid not only trumps the industrial conglomerate’s improved offer of 13 euros but also carries the full support of Neways’ management board and supervisory board.

The fireworks started at the end of April when VDL disclosed its plans to make a public offer on all Neways shares. After upping the proposed 12.50 euros per share to 13 euros, the family-owned Eindhoven business said it had irrevocable commitments for 68.70 percent of the issued and outstanding capital, including its own 27.63 percent stake. The Neways boards reviewed the proposal and concluded that it didn’t sufficiently reflect the value creation of their company, as a result of which they couldn’t support it. Two minor shareholders, Add Value Fund (5 percent) and Bernard ten Doeschot (3 percent), also rejected the increased offer.

Now, Ten Doeschot is upping the ante himself, through his investment firm Infestos. Neways and its boards unanimously recommend his offer, stating that it delivers immediate, certain and attractive value to their shareholders. According to the press release, with Infestos holding a majority stake, this will create a stable governance structure to advance the further rollout of the company’s strategy while remaining listed. Neways’ corporate identity, values and culture will be maintained and existing rights and benefits of employees will be respected. The current management board will continue to lead the company and the members of the supervisory board will remain in place.

The right partner

Established in 1999, Infestos invests in majority stakes in Dutch, mainly industrial, enterprises with unique market positions or technologies. In particular, it focuses on companies that require a strategic reorientation, business units that are no longer core, companies with financial difficulties and family businesses with succession challenges. In addition to its investment portfolio, it supports sustainable talent development in sports and business through Talentned, sustainable renovation of monumental real estate and sustainable education and healthcare innovation projects.

One of Infestos’ success stories is Alfen, an Almere-based developer and manufacturer of smart grids, energy storage systems, electric vehicle charging equipment and integrated combinations thereof. Ten Doeschot’s firm invested in 2014 and provided support in strategy development, business planning and roadmapping, in refreshing the corporate identity, in expanding the production facilities and renovating the head offices and in strengthening the organization to facilitate the anticipated growth. It exited in 2018 when Alfen went public (link in Dutch).

“Infestos is a strong and entrepreneurial investment firm that is well positioned to support us in realizing our long-term ambitions,” comments Neways CEO Eric Stodel. “We continue to develop and grow our market position as a system innovator in the EMS market, by moving up the value chain and adding greater value for our customers. We’re convinced that Infestos is the right partner for this next phase of development. With their expertise, they can help us to further accelerate the rollout of our transition and growth of our business in the years to come while remaining an independent company.”

Frank van Roij, investment director of Infestos, adds, “We fully support the ‘One Neways’ and ‘System Innovator’ strategy. We believe this strategy can create long-term value while Neways remains an independent publicly listed company. With our experience in transitioning and growing strongly positioned technology companies, we’re looking forward to working together with Neways on accelerating its journey of profitable growth.”

Independence

VDL, meanwhile, says it has taken note of the new contender and is considering its position. While the conglomerate has no intention of topping Infestos’ offer, it is looking into matching it. Under the conditions of its own bid, it has until 8 July to do so.

If VDL decides to match, the irrevocable commitments it has received stand. It can then again try to obtain the remaining 30 percent of the shares that haven’t been tendered yet. If it decides not to match, the irrevocable commitments become void, leaving those shareholders free to join Ten Doeschot, who can then attempt to woo the rest. Either way, upon crossing the 85 percent threshold, a squeeze-out bid can be launched to force the minority shareholders to sell.

The Infestos-Neways engagement is contingent on their acquiring at least 60 percent of the outstanding shares. The bigger challenge, however, is to get to 85 percent. With VDL holding a 27.63 percent stake, that would require the support of the Van der Leegtes. A stalemate beckons.

In pulling the plug on their discussions, Neways called the VDL bid an undervaluation that insufficiently serves its interests. There appears to be more to this than just getting a fair price. The joint press release with Infestos exudes independence – Neways seems to be resisting a takeover by VDL for fear of being assimilated by the Eindhoven conglomerate and losing its identity, values and culture. So maybe the Van der Leegtes should ask themselves: what point is there in trying to acquire a company that really doesn’t want to be acquired by you?