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DFDS Transport Group A/S declares the public offer for Frans Maas unconditionalAschaffenburg, )
With reference to the joint public announcement dated 24 February 2006, the offer memorandum dated 24 February 2006 (the "Offer Memorandum") and the joint public announcement dated 21 March 2006, DFDS Transport Group A/S announces that it declares the Offer unconditional.
Per the expiration of the offer acceptance period on 21 March 2006 at 15.00 hours (CET) 99.3% of the Shares have been tendered under the Offer.
In conformity with the Offer Memorandum, the delivery of Shares to the Offeror and payment of the offer price of EUR 38.00 in cash per Share, inclusive of any accrued profits or any distributions, such as dividend, declared payable between the date of the Offer Memorandum and the Settlement Date (as defined in the Offer Memorandum) (the "Offer Price") to the Shareholders, who have tendered their Shares before 15.00 CET on 21 March 2006 through their (custodian) bank or (stock) broker to ABN AMRO Bank N.V. will take place on 4 April 2006, whereby the Offer Price will be paid upon delivery of the corresponding tendered Shares.
Shareholders, who have not yet accepted the Offer will have the opportunity to tender their Shares from 28 March 2006 until no later than 15.00 CET on 11 April 2006 for the same Offer Price and under the same conditions as set out in the Offer Memorandum. No later than 5 trading days after close of the post-acceptance period, the percentage of the Shares that have been tendered in the post-acceptance period will be made public by means of a public announcement. Payment to Shareholders that accept this opportunity to tender their Shares will be completed no later than 18 April 2006.
Shareholders who wish to accept the Offer during the post-acceptance period and who hold their Shares in an account at a (custodian) bank or (stock) broker are requested to tender their Shares under the Offer through their (custodian) bank or (stock) broker to ABN AMRO Bank N.V. no later than 15.00 CET on 11 April 2006.
Frans Maas has requested that Euronext Amsterdam de-list the Shares from Euronext Amsterdam. The Shares will be delisted on Wednesday 26 April 2006, and Tuesday 25 April 2006 will be the last day that the Shares can be traded on Euronext Amsterdam.
The Offeror will commence a statutory squeeze out procedure in accordance with article 2:92a of the Dutch Civil Code in order to obtain all Shares.
The information included in this press release is not complete without reference to the Offer Memorandum. A detailed description of the Offer is set out in the Offer Memorandum, which is published in English and includes a Dutch summary. In order to reach a reasoned judgement in respect of the Offer and the contents of the Offer Memorandum, the Shareholders are advised to read the complete Offer Memorandum in detail and to seek, if necessary, independent advice. Copies of the Offer Memorandum and related documents are available free of charge at the head office of Frans Maas, Noorderpoort 15, 5916 PJ Venlo, the Netherlands, telephone: +31 77 359 7611, fax: +31 77 351 8411, email: email@example.com and at the office of ABN AMRO Bank N.V., Kemelstede 2, 4817 ST Breda, the Netherlands, telephone +31 76 579 9455, fax +31 76 597 9643, email: So.Servicedesl.WCS@nl.abnamro.com, as well as on the website of Frans Maas (www.fransmaas.com) and DSV (www.dsv.dk).
For further information on Frans Maas, electronic copies of the current articles of association of Frans Maas, the annual reports of Frans Maas on the financial years 2004, 2003 and 2002 as well as the proposed articles of association of Frans Maas are also available free of charge at the office of Frans Maas and ABN AMRO Bank N.V., as well as at the abovementioned websites.
This announcement has been forwarded to the Copenhagen Stock Exchange and the press. It is also available on the Internet at www.dsv.dk. The announcement has been prepared in Danish and in English. In the event of discrepancies, the English version shall apply. Questions should be addressed to Kurt K. Larsen, Managing Director, tel. +45 43 20 30 40 or Jens H. Lund, CFO, tel. +45 43 20 30 40.
Click the link http://link.etyper.com/rh/r.asp?action=default&p1=97831356&p2=04 to visit the DSV website
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