Akzo Nobel Offer and Sico Directors Circular Mailed to Shareholders
Pressmeddelande • Apr 26, 2006 09:15 CEST
Arnhem, the Netherlands and Longueuil, Quebec, Canada, April 26, 2006 Akzo Nobel N.V. (Euronext Amsterdam: AKY; NASDAQ: AKZOY) and Sico Inc. (TSX: SIC) jointly announced that Akzo Nobels wholly-owned subsidiary, 9168-1528 Québec Inc., has mailed its Offer and Circular to Sico shareholders in connection with Akzo Nobels previously announced take-over bid for all of the issued and outstanding common shares and Class B preferred shares of Sico Inc.
The Sico Directors Circular, which was also mailed with the Offer, contains the unanimous determination of the Board of Directors of Sico that the Offer is fair to Sico common shareholders and in the best interest of Sico, and the unanimous recommendation of the Board of Directors that common shareholders accept the Offer and deposit their shares to the Offer.
The Offer is open for acceptance until 6:00 p.m. (EDT) on May 31, 2006, unless withdrawn or extended and is subject to customary closing conditions including, among other things, that the number of Sico common shares being validly deposited under the Offer and not withdrawn, upon expiry of the Offer, constitute not less than 66-2/3% of the outstanding common shares of Sico on a fully diluted basis, and the receipt of necessary regulatory approvals in Canada.
Sico shareholders are advised to read the Offer and Circular, the Directors Circular and related documents, which have been filed with the Canadian securities commissions, as they contain important information. Sico shareholders may obtain a copy of these materials (when available) at www.sedar.com.
Not for publication for more information
Akzo Nobel nv
Corporate Media Relations, tel. +31 26 366 43 43
Contact: Holger Ebbighausen
Companys website www.akzonobel.com
Sico Inc.
Contact: Pierre Dufresne, CA, President and Chief Executive Officer or Jean Ouellet, CA, Vice President, Finance and Treasurer, tel. +1 (514) 527-5111
Companys website: www.sico.com
Note for the editor
About Akzo Nobel nv
Akzo Nobel is a Global Fortune 500 company and is listed on both the Euronext Amsterdam and NASDAQ stock exchanges. It is also included on the Dow Jones Sustainability Indexes and the FTSE4Good Index. Based in the Netherlands, we are a multicultural organization serving customers throughout the world with human and animal healthcare products, coatings, and chemicals. We employ around 61,500 people and conduct our activities in four segments − human and animal health, coatings and chemicals − subdivided into 13 business units, with operating subsidiaries in more than 80 countries. Consolidated revenues for 2005 totaled EUR 13.0 billion. The financial results for the second quarter will be published on July 20, 2006.
About SICO
In business since 1937, SICO is the largest company in Canada specializing in the development, manufacture and marketing of paints, coatings and related products. In the architectural market, its core business, SICO stands out for its innovative, high-quality products, strong brand recognition and the scope of its distribution network, which includes some 2,500 points of sale from coast to coast. In North America, SICO also markets industrial coatings primarily for metal, and mostly intended for the transportation equipment industry, the heavy machinery industry and other specialized applications. SICO employs more than 1,000 people in Canada, the United States and Mexico.
Safe Harbor Statement*
This press release may contain statements which address such key issues as Akzo Nobels growth strategy, future financial results, market positions, product development, pharmaceutical products in the pipeline, and product approvals. Such statements should be carefully considered, and it should be understood that many factors could cause forecasted and actual results to differ from these statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, progress of drug development, clinical testing and regulatory approval, developments in raw material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative, fiscal, and other regulatory measures. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies. For a more comprehensive discussion of the risk factors affecting our business please see our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission, a copy of which can be found on the companys corporate website www.akzonobel.com. The 2005 Annual Report on Form 20-F will be available at the end of the second quarter of 2006.
* Pursuant to the U.S. Private Securities Litigation Reform Act 1995.
The Sico Directors Circular, which was also mailed with the Offer, contains the unanimous determination of the Board of Directors of Sico that the Offer is fair to Sico common shareholders and in the best interest of Sico, and the unanimous recommendation of the Board of Directors that common shareholders accept the Offer and deposit their shares to the Offer.
The Offer is open for acceptance until 6:00 p.m. (EDT) on May 31, 2006, unless withdrawn or extended and is subject to customary closing conditions including, among other things, that the number of Sico common shares being validly deposited under the Offer and not withdrawn, upon expiry of the Offer, constitute not less than 66-2/3% of the outstanding common shares of Sico on a fully diluted basis, and the receipt of necessary regulatory approvals in Canada.
Sico shareholders are advised to read the Offer and Circular, the Directors Circular and related documents, which have been filed with the Canadian securities commissions, as they contain important information. Sico shareholders may obtain a copy of these materials (when available) at www.sedar.com.
Not for publication for more information
Akzo Nobel nv
Corporate Media Relations, tel. +31 26 366 43 43
Contact: Holger Ebbighausen
Companys website www.akzonobel.com
Sico Inc.
Contact: Pierre Dufresne, CA, President and Chief Executive Officer or Jean Ouellet, CA, Vice President, Finance and Treasurer, tel. +1 (514) 527-5111
Companys website: www.sico.com
Note for the editor
About Akzo Nobel nv
Akzo Nobel is a Global Fortune 500 company and is listed on both the Euronext Amsterdam and NASDAQ stock exchanges. It is also included on the Dow Jones Sustainability Indexes and the FTSE4Good Index. Based in the Netherlands, we are a multicultural organization serving customers throughout the world with human and animal healthcare products, coatings, and chemicals. We employ around 61,500 people and conduct our activities in four segments − human and animal health, coatings and chemicals − subdivided into 13 business units, with operating subsidiaries in more than 80 countries. Consolidated revenues for 2005 totaled EUR 13.0 billion. The financial results for the second quarter will be published on July 20, 2006.
About SICO
In business since 1937, SICO is the largest company in Canada specializing in the development, manufacture and marketing of paints, coatings and related products. In the architectural market, its core business, SICO stands out for its innovative, high-quality products, strong brand recognition and the scope of its distribution network, which includes some 2,500 points of sale from coast to coast. In North America, SICO also markets industrial coatings primarily for metal, and mostly intended for the transportation equipment industry, the heavy machinery industry and other specialized applications. SICO employs more than 1,000 people in Canada, the United States and Mexico.
Safe Harbor Statement*
This press release may contain statements which address such key issues as Akzo Nobels growth strategy, future financial results, market positions, product development, pharmaceutical products in the pipeline, and product approvals. Such statements should be carefully considered, and it should be understood that many factors could cause forecasted and actual results to differ from these statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, progress of drug development, clinical testing and regulatory approval, developments in raw material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative, fiscal, and other regulatory measures. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies. For a more comprehensive discussion of the risk factors affecting our business please see our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission, a copy of which can be found on the companys corporate website www.akzonobel.com. The 2005 Annual Report on Form 20-F will be available at the end of the second quarter of 2006.
* Pursuant to the U.S. Private Securities Litigation Reform Act 1995.
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