Welcome

This web page is dedicated to informing shareholders about the public offer by Torqx Capital Partners (“Torqx”) to acquire all shares in Beter Bed Holding (“Beter Bed Holding”) (the "Shares") at an offer price of EUR 6.10 (cum dividend). As from 5 October 2023 Beter Bed Holding shareholders can offer their shares.


Shareholders can tender their shares as of now

  • The offer price represents an attractive premium of more than 107% to the Beter Bed Holding's closing price per share on 7 July 2023 (the day before the offer was first announced).
  • Shareholders are advised to contact their financial intermediary, who may set an earlier deadline than 29 November 2023, in order to communicate the acceptance of the offer to the settlement agent in a timely manner.
  • Beter Bed Holding fully supports the Transaction and unanimously recommend the Shareholders to accept the Offer and vote in favour of the resolutions to be proposed at the EGM.


Important dates

Start of the offer period

5 October 2023

Extraordinary General Meeting of Shareholders

15 November 2023

End of the offer period*

29 November 2023

* This date is conditional upon an extension of the offer period


Notice for Shareholders

If you accept the proposed offer, you can tender your shares through your investment account at your custodian, bank or stockbroker during the offer period that starts at 09:00 hours CET on 5 October 2023 and ends at 17:40 hours CET on 29 November 2023. Shareholders are advised to contact their financial intermediary, who may set an earlier deadline than 29 November 2023, in order to communicate the acceptances to the settlement agent in a timely manner.

The offer price of EUR 6.10 (cum dividend) in cash per share offers a significant 107% premium to the Beter Bed Holding’s closing Share price on 7 July 2023, the day before the intended offer was first announced. The offer is unanimously supported by the supervisory board and management board of Beter Bed Holding. Beter Bed Holding's three largest shareholders, holding 44.32% of the shares, support the transaction and have irrevocably committed their shares. Beter Bed Holding and Torqx have obtained all necessary legal approvals and have committed financing in place. The offer is expected to be completed before year-end.

The Offer Memorandum and Position Statement have been published on 4 October 2023 and can be found here.

In the Position Statement, the Boards of Beter Bed Holding explain why they support the Offer and recommend the shareholders to accept it. The Offer Memorandum and Position Statement should be carefully read before making a decision to tender shares under the Offer.

On 15 November 2023, an Extraordinary General Meeting of Shareholders ("EGM") will be held to discuss the offer with the shareholders, in accordance with article 18, paragraph 1 of the Dutch Decree on public offers. This meeting will be held at 10:00 hours CET in Amsterdam (the Netherands). Separate convocation materials are made available on Beter Bed Holding's website (www.beterbedholding.com). At the EGM, the Offer will be discussed, information concerning the Transaction will be provided and Shareholders will be requested to vote on certain items in relation to the Transaction. The full agenda for the EGM and the explanatory notes thereto can be found under the section Extraordinary General Meeting.


Next steps: tender your shares as of now

  • You can tender your shares through your investment account at your custodian, bank or stockbroker during the offer period commencing at 09:00 hours CET on 5 October 2023, expiring at 17:40 hours CET on 29 November 2023, unless extended.
  • If you wish to attend the EGM, you are requested to register ultimately on 8 November 2023 before 17:00 hours CET and, if you accept the proposed transaction, vote in favour of all the voting items on the agenda.
  • Tendering shares ahead of the EGM does not exclude a shareholder from the EGM. You will remain the holder of those shares until the settlement date. Delivery and settlement will only take place after Torqx has declared the offer unconditional.
  • Please note that custodians, banks or stockbrokers may set an earlier deadline for shareholders to communicate their tender or voting instructions, respectively, in order to communicate such instructions to the settlement agent in a timely manner.


Public offer conditions

  • The offer is subject to certain customary conditions, including an acceptance threshold of at least 80% of the shares.
  • If Torqx, together with the co-investors, obtains 95% or more of the shares it shall initiate statutory buy-out proceedings. They may elect to implement a post-closing legal demerger prior to commencing statutory buy-out proceedings.
  • If Torqx, together with the co-investors, obtains at least 80%, but less than 95% of the shares it intends to implement a post-closing merger.


Frequently asked questions

Answers to the frequently asked questions can be found in the FAQ section.


Disclaimer

This overview has been prepared for publication on Beter Bed Holding's website for the benefit of Beter Bed Holding's securityholders. This overview is not exhaustive and does not contain all the information that might be of interest to the securityholders in order to form a well-informed opinion on the public offer. Reading this overview should not be considered an alternative to studying the complete Offer Memorandum. Securityholders are advised to carefully study the complete Offer Memorandum and, if necessary, to seek independent advice in order to be able to form a well-informed opinion about the public offer, as well as about the description of the public offer in this summary and in the Offer Memorandum. These documents can be found here.