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Pon Publishes Offer Details for Derby Buyout

Published October 21, 2011

CLOPPENBURG, Germany (BRAIN)—Pon Holdings issued its offer document for the public takeover of Derby Cycle today, opening the 28-day acceptance period for the buyout.

Pon, a 5 billion euro Dutch company, already owns 55.87 percent of Derby’s shares through market purchases over the past two months, as well as the acquisition of Accell Group’s 22.32 percent holdings. During the first two weeks of the offer, Pon will buy 2.5 percent of the 8 percent of voting rights held by Derby CEO Mathias Seidler with Seidler holding onto the remaining 5.5 percent for at least 18 months, according to the 45-page offer agreement. Two other members of Derby’s management team will sell their small number of shares—just shy of 1 percent combined—to Pon as part of the offer.

Pon, which also owns Gazelle Bicycles, and Derby began discussions of a potential cooperation on Sept. 4 and negotiations took place between Sept. 11 and 20. Pon announced the following day its intentions to purchase Derby’s stock at 28 euros per share.

During those discussions, Pon and Derby agreed that a combination of their businesses would create a strong platform to realize growth, product developments and the possibility to enter into new markets, as well as create efficiencies to further improvement of financial results and help to attract and retain qualified employees.

The intention is for Derby to remain in existence as a separate legal entity listed on the stock exchange for at least 18 moths, however in the future, Derby and Gazelle could be integrated. If that happens, business is intended to be run separately with current management structures in place but under the umbrella of a new bicycle holding company headquartered in Cloppenburg.

Pon Holdings does not intend to close down any Derby locations.

The offer document has been approved by the German Federal Financial Supervisory Authority. The management and supervisory boards of Derby Cycle will examine the offer documents, and issue a reasoned opinion on the takeover offer.

The acceptance period is scheduled to end Nov. 18. To view the complete offer translated into English, click on the link above.

—Nicole Formosa
nformosa@bicycleretailer.com

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