Royal Philips Sells 22.25 Million Shares in Philips Lighting
April 25, 2017
Royal Philips sells 22.25 million shares in Philips Lighting for total proceeds of EUR 641 million
Amsterdam, the Netherlands – Today, Koninklijke Philips N.V. (“Royal Philips”) announces that it has successfully completed the accelerated bookbuild offering to institutional investors of 22.25 million shares in Philips Lighting N.V. (“Philips Lighting”) at a price of EUR 28.80 per share (the “Offering”), realizing total proceeds of approximately EUR 641 million. This transaction reduces Royal Philips’ stake in Philips Lighting’s issued share capital from 53.892% to 39.058%.
As part of this transaction, Philips Lighting will repurchase 3.5 million shares in the Offering and intends to cancel these shares. After cancellation of the 3.5 million shares that Philips Lighting has acquired in the Offering and the shares repurchased on February 8, 2017, Royal Philips’ shareholding in Philips Lighting is expected to represent 40.970% of Philips Lighting’s issued share capital. Philips Lighting will not receive any proceeds from the Offering.
The transaction is expected to settle on Friday April 28, 2017. Royal Philips has agreed to a lock-up in respect of its remaining stake in Philips Lighting until July 21, 2017 (subject to limited exceptions and the Joint Bookrunners’ right to waive the lock-up restrictions).
The transaction is in line with Royal Philips’ stated objective to fully sell down its stake in Philips Lighting over the next years.
Following the transaction, Royal Philips retains control over Philips Lighting and continues to consolidate Philips Lighting under International Financial Reporting Standards (IFRS). As further sell downs in the future will likely result in a loss of control, Philips Lighting will be presented as a discontinued operation in the financial statements of Royal Philips as of the second quarter of 2017.
ABN AMRO, J.P. Morgan, Société Générale Corporate & Investment Banking and UBS acted as Joint Bookrunners for the transaction. Rothschild acted as financial adviser to Royal Philips in connection with the transaction.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.
This press release is for information purposes only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”), Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This press release does not constitute (i) a public offer of securities in the Netherlands, (ii) a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) or (iii) an offer to acquire securities. No prospectus in accordance with the Prospectus Directive (as defined below), is required in respect of the Offering and no prospectus, offering circular or similar document will be prepared. Any investment decision in connection with the Offering must be made on the basis of all publicly available information relating to Philips Lighting and the offered shares. Such information has not been independently verified by the Joint Bookrunners.
The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.
This press release was withheld until after the expected closing date of 28th April 2017 to ensure compliance with stated restrictions.