SQUEEZE-OUT PROCEDURE

To all shareholders of SMARTRAC N.V. 

 

Introduction  

On 20 July 2012 SMARTRAC N.V. ("SMARTRAC") announced that SMARTRAC’s majority shareholder OEP Technologie B.V. ("OEP") has decided to initiate squeeze-out proceedings against all minority shareholders in SMARTRAC to have their shares in SMARTRAC transferred to OEP pursuant to article 2:92a of the Dutch Civil Code.

 

Squeeze-out procedure  

On 26 July 2012, the squeeze-out was initiated before the Enterprise Chamber of the Court of Appeal in Amsterdam ("Enterprise Chamber") by a writ of summons served upon each of the (known and unknown) minority shareholders of SMARTRAC. The Enterprise Chamber has been requested by OEP to determine the squeeze-out price at EUR 11 or alternatively, to determine a different price per share. In respect of the latter, the Enterprise Chamber may appoint independent experts to report on the value of the shares to be transferred to OEP. The reference date for the determination of the squeeze-out price is usually the date of the final judgment. The procedure is still pending. A date for final judgment has not been determined.

 

Transfer of shares and payment of squeeze-out price following final judgment  

Once judgment will be finally rendered, it is expected that OEP will give written notice of the date and place of payment and the price to the minority shareholders by an announcement in a Dutch nationally distributed newspaper and by a letter to those shareholders whose addresses are known to OEP.

 

OEP is expected to pay the total squeeze-out price to the escrow account (consignatiekas) which is being administered by the Dutch Ministry of Finance. By payment into the escrow account, the unencumbered right to the shares held by the minority shareholders shall be automatically (meaning without the need of any notarial share transfer deed) transferred to OEP. The minority shareholders will, in proportion to their shareholdings, be entitled to the amount that will be held in the escrow account. The action for payment of the amount in the consignment office will lapse after 20 years after the date of payment into the consignment office.

 

Following final judgment, OEP may, upon request of a minority shareholder who wants to voluntarily transfer its shares to OEP, cooperate with such voluntary transfer. Any such transfer would require the execution of a notarial share transfer deed under Dutch law by a Dutch civil law notary, against payment of the squeeze-out price.

 

Share transfers during squeeze-out procedure  

The squeeze-out procedure does not prohibit shareholders from transferring their shares to third parties. Requirements for the transfer of shares are as follows:

 

a. Any sale and transfer of SMARTRAC shares needs to be recorded in a deed of a Dutch notary. Please note that in respect of such deed notarial fees will be charged. You need to agree with the buyer whether you or the buyer will be responsible for the notarial fees.

 

b. You need an approval of the management board of SMARTRAC to sell and transfer the shares. The management board will only refuse an approval if it designates another buyer who will buy the shares for the same price.

 

c. Finally, the transaction needs to be registered in the share register of SMARTRAC. Registration is only possible after we have received a copy of the deed of transfer recorded by a Dutch notary.

 

Any shares transferred will remain subject to the squeeze-out procedure.