The proposed amendment of the Articles of Association related to the moment of a delisting of Mediq was accepted, as per the date of delisting. The shareholders did not approve the other items on the agenda, which would become relevant as per the moment that Advent declares the offer unconditional.

The offer period ends on 4 January 2013 at 17:40 hours.

The acquisitions will enhance Byram’s position in the large but fragmented US market. With A-Med Byram establishes a leading position in the California home care market. A-Med delivers mainly urological products, like catheters, to patients in California. Mediq announced the acquisition of A-Med in a press release on 2 October 2012. The A-Med results will be consolidated as per 1 December.

Further information 

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 8 November 2012. In addition, Mediq has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer. 

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/ or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. 

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. 

Copies of the Offer Memorandum are available free of charge at the offices of the Offeror, Mediq and the Paying and Exchange Agent Rabobank International and can be obtained by contacting the Offeror, Mediq or the Paying and Exchange Agent. Digital copies of the Offer Memorandum are available on the websites of Mediq (www.mediq.com) and Advent (www.adventinternational.com). The Mediq and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of Mediq (www.mediq.com). 

Transaction highlights

• Recommended public offer for all Mediq Shares at an offer price of EUR 13.25 (cum dividend) in cash per Share

• Management Board and Supervisory Board of Mediq fully support and unanimously recommend the Offer to all Shareholders for acceptance

• Positive advice obtained from Mediq's Central Works Council

• Irrevocable commitments obtained from Templeton Investment Counsel, LLC, Franklin Templeton Investments Corp., together holding approximately 5.0% of the Shares, and Silchester International Investors LLP, holding approximately 15.1% of the Shares

• Offer Period commences on 9 November 2012 at 09.00 hours, CET, and ends on 4 January 2013 at 17.40 hours, CET, unless extended

• Mediq to convene an Extraordinary General Meeting of Shareholders on 20 December 2012 at 14:00 hours, CET, during which, among other matters, the Offer will be discussed

• The Offer shall be subject to the fulfillment of the Offer Conditions as set out in the Offer Memorandum

• All requests for regulatory approvals filed

With the publication of the Offer Memorandum today, AI Garden B.V. (the Offeror), a company ultimately indirectly controlled by funds advised and managed by Advent International Corporation (Advent) and Mediq N.V. (Mediq) jointly announce that the Offeror is making a recommended all-cash public offer for all the issued and outstanding ordinary shares with a nominal value of EUR 0.25 each (the Shares) in the capital of Mediq (the Offer).

The General Meeting of Shareholders of Mediq was informed at the annual shareholders meeting on 11 April 2012. Van Gelder is appointed for a period of 4 years. Van Gelder became a member of the Board of Management of Mediq as of 1 January 2005 and was appointed Chief Executive Officer per 1 December 2005. Before joining Mediq, he held positions at McKinsey & Company and Royal Ahold.

Financial highlights 

Net sales - Declined 4% to € 625.1 million; growth from acquisitions at Direct & Institutional offset by a decrease in sales at Pharmacies Netherlands and Pharmacies Poland. 

EBITA from ordinary activities - Decreased 22% to € 21.9 million; mainly as a result of the declining sales from pharmaceuticals and the restructuring provision (€ 3.1 million) at Pharmacies Netherlands.

Net result - Amounted to € 0.9 million due to the impairment of wholesaling assets at Pharmacies Netherlands and lower EBITA from ordinary activities.

Cash flow - Cash flow from operating activities of € 57.0 million. 

Outlook 2012

Expected EBITA between € 88 million and € 91 million. The downward adjustment relative to the earlier outlook (€ 111-116 million) is caused mainly by the restructuring provision and the impairment of wholesaling assets at Pharmacies Netherlands.

− Sales growth of 8%, due to acquisitions. Organic sales down by 4% following the transfer of biopharmaceuticals to hospital budget (the Netherlands). Excluding this effect, organic growth amounted to 1%. 

− Positive trend in operating result for medical devices; lower operating result from delivery of pharmaceuticals (the Netherlands). 

− EBITA margin from ordinary activities of 8.0%.

− Acquisition of A-Med will strengthen market position in the US.

− Lower sales and EBITA due to sharp fall in prices; persistent poor market conditions. 

− Impairment of € 12 million of wholesaling assets.

− Restructuring of pharmacy and wholesaling activities announced and launched; first tranche of restructuring provision recognised. 

− Sales down by 7%, mainly as a result of market contraction reflecting lower discounts for patients due to regulatory changes

− EBITA up, especially as a result of improved gross margin and lower costs 

Strategic rationale

- Fits Mediq’s strategy to further expand direct activities, to increase the scale of Byram’s operations 

- Establishes Byram as a leading player in the large California home care market

- Cost synergies in back-office processes.

Financial details 

- The acquisition price is $ 38.2 million (€ 29.4 million), and represents an EBITDA multiple of approximately 7.5, excluding synergies. The multiple including synergies is around 6. 

- Synergies of over $1 million as of 2014

- The acquisition will be financed from existing credit facilities

- Mediq’s ROCE target of 15% pre tax is expected to be met per 2014

Since 1982, A-Med has delivered mainly urological products, like catheters, to patients primarily in California. The company has approximately 75 employees and is located in Huntington Beach (California). The company works closely together with doctors, rehabilitation facilities and specialty clinics. CEO Larry Thacker, who has been with the company for over 20 years, will stay with the business as Vice President Operations and Development for Byram.  

Marc van Gelder, CEO Mediq: “Following the acquisition of Diabetes Specialty Center in the US earlier this year this is another logical step in the buy-and-build strategy we have been executing at our Direct and Institutional business. This acquisition greatly enhances our position on the US West Coast.” 

Marcel van den Broek, Executive vice-president Direct & Institutional: “We expect a smooth integration into our current operations. The business model of A-Med is very similar to that of Byram. I am glad that Larry Thacker will stay on to play an important role in the further development of Byram.”

The transaction is not subject to antitrust approval, but is subject to the approval of the Pharmacy Board. Closing is expected before year end. 

Transaction highlights

• Advent and Mediq have reached conditional agreement on a recommended full public offer by Advent for Mediq of € 13.25 (cum dividend) in cash per ordinary share, representing a premium of 53% over the closing price of Mediq on 21 September 2012

• The Management Board and Supervisory Board of Mediq fully support and unanimously recommend the Offer

• Templeton Investment Counsel and Silchester International Investors have irrevocably confirmed to support and accept the Offer, representing 20.2% of Mediqs outstanding shares

• Committed financing already in place

The intended restructuring comes as a direct consequence of the continuously deteriorating climate for pharmacies and pharmaceutical wholesalers in the Netherlands and a further drop in the price of pharmaceuticals prompted by insurance companies’ reimbursement policies.

“These circumstances mean that, without taking extensive measures, pharmacies and wholesalers will no longer be able to do business in a financially sound manner,” says Mediq’s CEO Marc van Gelder. “The continuing tough market conditions force us to carry out a new reorganization, whereas we finalized the latest restructuring only early 2012. This is a severe blow for our colleagues in the pharmacies, as well as in the distribution centers and at head office. Taking into account the continuing poor market circumstances, we have to act now, in order to continue to deliver the necessary care to the patient and to guarantee the continuity of our pharmacy operations.”

Since the introduction and expansion of the preference policy, the price of pharmaceuticals has dropped so significantly that some products are among the lowest in the world. Low pharmaceutical costs for patients are desirable. However the current business model of wholesalers and pharmacies is not suitable for this. One direct consequence is that fees for wholesale activities are significantly lower than in other European countries and, for the most part, no longer cover costs.

Care for the patient remains underlying principle 

Mediq will continue to take patient care as the underlying principle for its policies. One of the spearheads in this strategy is to further implement the integrated pharmaceutical care program GFZ.

The cost reduction measures will focus on further efficiency improvements, centralisation and the automation of work.

Nearly half, i.e. 62 FTEs, of the intended lay-offs will be made at the Pharmacies Netherlands head office in Utrecht (NL). The majority of the measures will be implemented early 2013. The distribution center in Staphorst will also be closed early 2013, and distribution will be centralized at the distribution center in Oss, with on balance a loss of 15 FTEs.

In nearly half of the 225 pharmacies measures must be taken to safeguard an acceptable financial result. The core of the plan is an intensification of the cooperation between Mediq pharmacies on a regional basis, to be able to keep patient care on the highest quality standards.

This entails further collaboration between the various Mediq pharmacies and organizing work more efficiently, e.g. by expanding the central processing of repeat medication. Seven pharmacies will be downgraded to distribution points. On balance, 57 FTEs will be laid off over the course of 2013 and 2014 as a result.

Mediq is discussing the request for advice with the Mediq Apotheken Works Council and the social plan with the trade unions.

The restructuring will lead to savings of € 10 million in 2013, €18 million in 2014 and as of 2015 to annual savings of € 19 million.

Especially as of 2012 the result of Pharmacies Netherlands is under severe pressure; we expect this pressure on the underlying results to persevere for the time to come. The above mentioned savings as a result of the reorganization are essential to improve results.

Restructuring costs total €18 million, of which €13 million will have a cash effect. Mediq will book a provision of €12 million in the second half of 2012, and €6 million in 2013.

The Polish government offered the shares for sale at a public auction. Cefarm Rzeszów consists of three distribution centres in Rzeszów, Kielce and Nowy Sącz, and a couple of pharmacies. By purchasing the shares Mediq expects to realise synergies and improve efficiency in the wholesale operation in Poland. Owning 93% of the shares, ACP Pharma can involve the distribution centres in its current operations and optimise the logistics infrastructure. The Polish government offers the remaining 7% of the shares to the employees. Cefarm Rzeszów can purchase these remaining shares in two years’ time, if they wish.

Further to the announcement of 27 July 2012 on the payment of Mediq’s interim dividend for the 2012 financial year, the number of dividend rights providing an entitlement to one ordinary share of Mediq (the exchange ratio) has been set at 57.0. 

This is based on a share price of € 8,5563; the average price, weighted by volume, of all Mediq shares traded on Euronext Amsterdam by NYSE Euronext during the period from 13 August 2012 up to and including 15 August 2012. This represents 1/57.0 Mediq share and a value of € 0.1501, and the stock dividend is therefore almost exactly equivalent to the cash dividend of € 0.15 per ordinary share of Mediq. 

The payment of the cash dividend or transfer of shares will take place as from 20 August 2012. The stock dividend will lead to the issue of 552,684 new ordinary shares.

Financial highlights 

Net sales - Down 2% to € 647.1 million; growth from acquisitions at Direct & Institutional; sales decrease at Pharmacies Netherlands and Pharmacies Poland. 

EBITA from ordinary activities 1 - Decrease by 18% to € 24.3 million; mainly due to € 5.9 million decrease at Pharmacies Netherlands.

Net result - Amounted to € 12.3 million, reflecting lower EBITA and higher amortisation of customer relationships.

Net earnings per share from ordinary activities 1 - Amounted to € 0.29, decrease by 12% reflecting lower EBITA from ordinary activities, partly offset by lower number of shares outstanding.

Outlook 2012 - Further specification of previously given guidance: EBITA between € 111 million and € 116 million.

− Sales up 12% reflecting acquisitions. Organic decrease of 5% due to transfer of biopharmaceuticals to hospital budget (Netherlands). Excluding this effect, organic growth was 1%.

− Increase in result for medical devices partly offset by lower result on sales of (bio)pharmaceuticals to hospitals and patients (NL).

− EBITA margin from ordinary activities 7.9%; adjusted for two one-off items (related to the sales of pharmaceuticals to hospitals) the margin was 8.6%. 

− Diabetes Specialty Center in USA consolidated as of 31 May.

− Sales and EBITA down due to substantially lower prices and lower volumes than expected; poor market conditions continue. 

− Outcome of restructuring plan for pharmacy and wholesaling activities to be announced at publication of third quarter results. 

− Sales down 8%, mainly due to depreciation of zloty; declined market, reflecting fewer discounts for patients due to regulatory changes. 

− Growth in wholesaling market share.

− EBITA up, mainly due to improved gross margin.

Biense Visser has been a member of the Supervisory Board since 2003. His background as a pharmacist and his extensive management experience in the pharmacy sector enabled him to make a very valuable contribution to the development of Mediq. The Supervisory Board is grateful to Biense for the drive and commitment he has shown towards Mediq. The members of the Supervisory Board respect his decision to step down. Further details of the succession will be announced at a later stage. 

Further to the announcement of 12 April 2012 on the payment of Mediq’s final dividend for the 2011 financial year, the number of dividend rights providing an entitlement to one ordinary share of Mediq (the exchange ratio) has been set at 32.

This is based on a share price of € 9.9285; the average price, weighted by volume, of all Mediq shares traded on NYSE Euronext in Amsterdam during the period from 

30 April 2012 up to and including 3 May 2012. This represents 1/32 Mediq share and a value of € 0.3103, and is therefore almost exactly equivalent to the final cash dividend of € 0.31 per ordinary share of Mediq. 

The payment of the cash dividend or transfer of shares will take place as from 8 May 2012.

The General Meeting of Shareholders of Mediq was informed at the annual shareholders meeting on 11 April 2012. Janssen is appointed for a period of 4 years.

Hans Janssen (45) is CFO for Mediq since 2008 . He studied business economics at  Tilburg University. Janssen is registered controller.

Pension fund PMA has around 39,000 participants (of which 61% active) and plan assets of 

€ 1,200 million. Pensioenfonds Mediq has around 4,500 participants (of which 28% active) and plan assets of around EUR 300 million. 

The structure of the pension fund PMA differs significantly from Pensioenfonds Mediq in terms of its participants. Not only is the fund much larger and its percentage of active participants over twice as high, but the average age of the participants is also lower. This gives pension fund PMA more scope for a long-term investment policy than Pensioenfonds Mediq. The coverage ratio of the pension fund PMA was at transition date 98%.

The transfer to the industry pension fund PMA offers various advantages. Firstly, the complexity and the continually rising administrative costs it entails can now be allocated across a much larger number of participants, as a result of which the pension administration costs per participant are reduced, on balance. In addition, almost all of the employees of Mediq in the Netherlands can now be included in the same pension fund. The pharmacy assistants have already been participants of pension fund PMA for many years.

Further, the capital components relating to the pension scheme of Pensioenfonds Mediq are no longer included in Mediq’s balance sheet, and possible supplementary payments by the employer in addition to the regular employer contributions to cover any deficits will no longer arise. Moreover, the employers’ contribution to the pension fund PMA is lower than the employers’ contribution to Pensioenfonds Mediq.

The transition to the pension fund PMA also has advantages for Mediq’s employees. At the pension fund PMA they will accrue a higher old-age pension, partner pension and widowers’ and orphans’ pension. On the other hand, employees will have to pay a higher monthly pension contribution, but Mediq will offer a compensation scheme enabling employees to adapt gradually to the new contribution over a five-year period. This will involve estimated costs totalling € 1.4 million between 2012 and 2017. 

Mediq will pay a maximum amount of € 8.6 million in 2012 in connection with transition costs and the compensation for missed indexation in prior years for 75%. Because the employers’ contribution at the pension fund PMA is lower, the negative cash flow impact will be lower in 2012, at around 

€ 5.0 million.

A provision of € 1.3 million for Dutch defined benefit obligations is recognised in the balance sheet as at 31 March 2012. This provision will be released in the second quarter.

The exact accounting impact of this transaction under IFRS will depend on the fair values at the transaction date. Mediq expects to be able to provide further details in its press release for the second quarter 2012 on the exact impact on EBITA in 2012.

Financial highlights 

Net sales - Up 1% to € 654.3 million due to growth at Direct & Institutional; decrease at Pharmacies Netherlands and Pharmacies Poland. 

EBITA from ordinary activities 2 - Down 10% to € 27.2 million due to decrease of € 4.4 million at Pharmacies Netherlands; EBITA at Direct & Institutional up 10%.

Net result - Down 21% to € 13.9 million due to lower EBITA and higher amortisation of customer relationships.

Net result per share from ordinary activities - Down 6% to € 0.30 due to lower EBITA from ordinary activities, partly compensated by a lower number of shares outstanding.

Cash flow - Cash flow from operating activities up significantly, to € 46.1 million, mainly due to improvement of working capital.

Outlook 2012 - Where we previously expected a decrease of EBITA at Pharmacies Netherlands compared to 2011, we now expect that decrease to be substantial.

The outlook for D&I and Pharmacies Poland is unchanged; at both segments we expect an increase in EBITA.

− Sales growth of 14% driven by acquisitions. Organic decrease of 3% due to decrease of biopharmaceuticals in the Netherlands, as announced previously. Excluding this effect, organic growth was 2%.

− EBITA margin from ordinary activities of 8.6%; lower than expected due to acquisition costs and start-up costs at the new distribution centre in Sweden.

− Acquisition of Diabetes Specialty Centre in the USA gives access to growth market of insulin pumps, continuous glucose monitors and accessories for diabetics who depend on insulin and consequently frequently use medical devices.

− Decrease in sales and EBITA due to lagging volumes, price pressure and higher costs; market conditions deteriorated. 

− Review started of the cost structure and operational strategy of our pharmacy activities. 

Pharmacies  Poland

− Sales decrease of 12%, of which 6% due to depreciation of zloty and 6% organic due to hoarding effect in December 2011.

− Decrease of EBITA from ordinary activities as a result of sales decrease.

“This was a very challenging quarter for Mediq. The effects of liberalisation of the pharmacy market led to lower sales and higher costs than expected. We continue to favour the market liberalisation. Being the largest chain we are better positioned than many other players. However, it is clear that these results cannot remain without consequences. But I am convinced that, after a thorough analysis, we will take the measures that are necessary to strengthen our Dutch pharmacy activities.The quality of our services for patients continues to have the highest priority.

The underlying trends at Direct & Institutional remain strong. Sales increased particularly for homecare activities in the Netherlands and the USA (excluding diabetes) and deliveries to healthcare institutions and professionals in Sweden, Finland, Norway and the Baltic states. Although the margin was lower than expected, this was a consequence of one-off costs. Therefore, we reiterate the guidance given previously of an EBITA margin for Direct & Institutional of between 9 and 10%. The integration of recent acquisitions, including Assist, is on track.”

At present the company is required to apply the full statutory two-tier board system. Following the acquisition of Assist GmbH in December 2011, the majority of employees of Mediq and its affiliated companies is employed outside the Netherlands. As a result, the company qualifies for an exemption from the statutory two-tier board system. The choice for the mitigated two-tier board system implies that the members of the Management Board will no longer be appointed by the Supervisory Board but by the General Meeting of Shareholders. The company will submit to the annual General Meeting of Shareholders on 10 April 2013 a proposal to amend the articles of association of the company accordingly.

The Meeting also voted in favour of the reappointment of Mr Stuge and Mr De Moor to the Supervisory Board, both for a second term of four years.

The Meeting also voted in favour of the proposal to pay out a dividend of € 0.46 per share in cash or shares. Of this amount, € 0.15 has already been distributed as interim dividend. See http://www.mediq.com/en/investor-relations/aandeel-mediq/dividendbeleid.aspx for information on the election period and payment date. 

The Meeting finally voted in favour of the proposal to reduce the capital by cancellation of 3,535,215 issued shares. As stated in the press release of 6 September 2011, the shares were purchased from Stichting Samenwerking Apothekers OPG (SSAO). Mediq consolidated the SSAO as of 28 July 2011. 

Financial highlights Q4 2011 

Net sales - Up 3% to € 727.3 million due to acquisitions and organic growth at Direct & Institutional. 

EBITA from ordinary activities* - Up 16% to € 37.1 million mainly related  to growth at Direct & Institutional; all segments reported growth.

Net result - Up 23% to € 22.8 million due to higher EBITA and lower finance costs.

Change in presentation revenues - Change in presentation revenues of two Swedish distribution contracts with effect from 2011 Annual Report; see annexe 2 for more information.

− Sales growth of 11%, of which 2% organic.

− EBITA margin from ordinary activities of 8.6%. 

− Assist in Germany consolidated as from 29 December 2011.

− Sales down 3% due to lower wholesaling sales, reflecting sustained price pressure and competition.

− Increase in EBITA from ordinary activities of € 0.9 million

− Organic sales growth of 7% offset by depreciation of zloty. 

− Sales growth of pharmacies outpaces the market.

− Slight increase in EBITA from ordinary activities.

"Our results for the fourth quarter of 2011 were strong. EBITA from ordinary activities rose 16%, partly due to growing international sales of medical devices to patients and healthcare professionals. 

Over the full year, from a financial perspective the results were mixed. On the one hand, EBITA from ordinary activities was up 7%. On the other hand, organic sales growth was under pressure, particularly as a result of government measures and price pressure from insurers to keep healthcare affordable into the longer term. In addition, sales of our Dutch and Polish pharmaceutical wholesaling activities decreased. 

Our biggest success of 2011 is the further strengthening of the strategic and operational foundations of our business. Several major acquisitions reinforced our Direct & Institutional segment, safeguarding growth going forward. At Pharmacies Netherlands we are well prepared with our integrated pharmaceutical healthcare programme for market liberalisation as of 2012. 

Overall, we are continuing to build international, profitable growth for Mediq, supported by our healthy financial position. Our strategic priorities for 2012 are unchanged: growth of Direct & Institutional, further expansion of our leading pharmacy chains and efficiency improvements.”