Wolters Kluwer declares its Cash Offer on its outstanding EUR 700,000,000 1.00% convertible unsubordinated bonds 2001 due 2006 unconditional
Amsterdam (November 24, 2003) - Wolters Kluwer (Euronext Amsterdam: WKL), a leading multinational information services company based in the Netherlands, today declares its cash offer (the "Cash Offer") on its outstanding EUR 700,000,000 1.00% convertible unsubordinated bonds 2001 due 2006 (the "Bonds"), and the associated conditional purchase agreements, unconditional.
Results of the Cash Offer
Further to its press release dated 19 November 2003, Wolters Kluwer together with the dealer managers for the Cash Offer has determined that EUR 422,993,000 (four hundred twenty two million nine hundred ninety three thousand euro) in aggregate principal amount of the Bonds has been validly tendered (or defectively tendered with Wolters Kluwer waiving such defect or causing such defect to be waived).
As the aggregate principal amount of the Bonds validly tendered has exceeded the aggregate principal amount of EUR 210,000,000 (two hundred and ten million euro), Wolters Kluwer is purchasing those Bonds validly tendered on a pro rated basis such that it is purchasing EUR 209,967,000 (two hundred nine million nine hundred sixty seven thousand euro) in aggregate principal amount of Bonds.
Settlement
Bondholders having sold Bonds to Wolters Kluwer pursuant to the Cash Offer will receive on the expected settlement date (November 26, 2003), for each EUR 1,000 principal amount of the Bonds validly tendered and delivered, an amount in cash equal to the purchase price for the Bonds plus an amount equal to interest accrued from and including the last interest payment date of the Bonds to but excluding the expected settlement date, by deposit of immediately available funds in euro with Deutsche Bank as tender agent.
Restrictions
Under no circumstances shall this press release constitute an offer to purchase or sell debt securities or the solicitation of an offer to sell, buy or subscribe for debt securities in any jurisdiction in which such offer or solicitation of an offer is unlawful. The offer for the Bonds has not been made (i) within Japan, Canada, Australia or the United States, (ii) to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) or (iii) to any resident of Japan, Canada or Australia.
Forward-looking statement
This announcement might contain forward-looking statements. These statements may be identified by words such as 'expect', 'should', 'could', 'shall', and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what is expected presently. Factors leading thereto may include without limitation general economic conditions, conditions in the capital markets, conditions in the markets in which Wolters Kluwer is engaged, behaviour of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Wolters Kluwer's businesses.
Note for the editor
Wolters Kluwer (Euronext Amsterdam: WKL) is a leading multinational information services company based in the Netherlands. The company's core markets are Health, Tax, Accounting, Corporate & Financial Services, Legal/Regulatory and Education. Wolters Kluwer has annual revenues (2002) of more than EUR 3.9 billion, employing almost 20,000 people and activities in Europe, North America, and Asia Pacific. Wolters Kluwer depositary receipts of shares are quoted on the Euronext Amsterdam and are included in the AEX and Euronext 100 indices.
www.wolterskluwer.com
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Media
Caroline Wouters
t: +31 20 6070 459
press@wolterskluwer.com
Analysts/Investors
Oya Yavuz
t: +31 20 6070 407
ir@wolterskluwer.com