Update on intended public offer by Torqx for Beter Bed Holding

This is a joint press release by Beter Bed Holding N.V. (“Beter Bed Holding” or the “Company“) and 959 B.V. (the “Offeror“), a company controlled by Torqx Capital Partners B.V. (“Torqx“). This joint press release is issued pursuant to the provisions of Section 7, paragraph 1 sub a of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the “Decree“) in connection with the intended recommended public offer by the Offeror for all the issued and outstanding shares in the capital of the Company (the “Offer“). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of an offer memorandum (“Offer Memorandum“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM“). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.

 

Update on intended public offer by Torqx for Beter Bed Holding

Uden/Bussum, the Netherlands, 4 August 2023 – Reference is made to the joint press release issued by Beter Bed Holding and Torqx on 10 July 2023 in respect of the conditional agreement on a recommended all-cash public offer to be made by the Offeror for all the issued and outstanding shares in the capital of Beter Bed Holding (each a “Share“) at an offer price of EUR 6.10 per Share (cum dividend).

Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which requires a public announcement with a status update on an intended public offer within four weeks after the offer is announced, Beter Bed Holding and Torqx hereby provide this joint update on the Offer.

Beter Bed Holding and Torqx confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum will be filed with the AFM no later than the second half of September 2023.

Beter Bed Holding and Torqx confirm that the competition clearance process with the Dutch Authority for Consumers and Markets (Autoriteit Consument & Markt) is ongoing. Beter Bed Holding and Torqx are closely co-operating to obtain the competition clearance and expect that clearance will be secured within the timetable of the Offer.

In compliance with the Dutch Works Councils Act (Wet op de ondernemingsraden), the joint works council of Beter Bed Holding’s group in the Netherlands has been requested to render its advice on the intended decision of Beter Bed Holding’s management board to recommend the Offer and support the transaction.

For more information:

Press enquiries Beter Bed Holding 

Uneke Dekkers / Ruben Cardol
M +31 (0)6 50261626 / 31 (0)6 55358427
E  uneke.dekkers@cffcommunications.nl
E  ruben.cardol@cffcommunications.nl

Press enquiries Torqx 

Confidant Partners
+31 (0) 20 303 60 20 
E sabine.post@confidantpartners.com 
E frans.vandergrint@confidantpartners.com 

 

About Beter Bed Holding 

Beter Bed Holding is the Netherlands’ leading sleep specialist in retail, wholesale and B2B, with a simple mission: “We believe that the better we sleep, the happier, healthier and more productive we are. And we won’t rest until everyone gets the high-quality sleep they deserve.“

Listed on Euronext Amsterdam, the Company operates the successful retail brands Beter Bed, Beddenreus, the subscription brand Leazzzy and the digital organisation LUNEXT. In addition, through its subsidiary DBC International, the Company has a wholesale business in branded products in the bedroom furnishings sector, which includes the well-known international brands M line and Simmons.

With four distribution centres, a fleet of 80 vehicles, 130 stores, a fast-growing online presence, and a wholesale company our team of over 1,000 dedicated employees generated EUR 229.4 million revenue in 2022.

Providing expert sleep advice is at the very heart of the Company’s strategy, and thanks to its revolutionary ‘Beter Slapen ID’ tool, its sleep consultants help customers to get the perfect night’s sleep. The Company is proud that M line is the official sleep supplier of AFC Ajax, TeamNL, Jumbo-Visma, NOC*NSF and the KNVB.

About Torqx Capital Partners

Torqx Capital Partners is a Benelux investment firm focused on medium-sized companies with potential to accelerate. Situations include growth-, buy-and-build-, and transformational investments across a range of industries. Torqx acquires majority positions, often in partnership with co-shareholders and management, offering the companies smart capital, network, expertise and talent to support implementation of their plans and achieve their full potential. The Torqx team consists of 15 highly experienced and skilled professionals who look beyond spreadsheets and understand what it takes to build businesses and accelerate momentum. Torqx currently invests out of funds with EUR 380 million committed capital backed by highly reputable international institutional investors and the Torqx team itself.

General restrictions

The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror and the Company disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Company, nor the Offeror, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders in any doubt as to their position should consult an appropriate professional advisor without delay. This announcement is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including in or to the United States.

Forward-looking statements

This press release may include “forward-looking statements” and language that indicates trends, such as “anticipated” and “expected”. Although the Company and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisors accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.