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Attwater

Gilde Buy-Out Partners Leads Consortium to Make a Recommended Cash Offer for all Shares of TenCate

21 July 2015

Royal TenCate and Tennessee Acquisition, a company controlled by a consortium of investors led by Gilde Buy Out Partners and also including Parcom Capital and ABN Amro Participaties, have jointly reached conditional agreement on an intended recommended full public offer for TenCate of EUR 24.60 (cum dividend) in cash per ordinary share of TenCate, subject to customary conditions (the "Offer").

The Offer Price represents a premium of 26.8% to the closing price of 17 July 2015, and a premium of 27.1% to the average closing price for the 12 months prior to and including that date.

Loek de Vries, President and Chief Executive Officer of TenCate, said "This offer represents positive news for all stakeholders involved in our company. Both our employees and our customers will benefit from the longer-term horizon the consortium will bring. There is a clear commitment to support our strategy, which means we can invest in our product-market-technology combinations, thereby further strengthening our leading market positions. In addition, we can continue our buy and build approach and we will benefit from the capabilities, experience and financial support of our new shareholders. Last but not least, the offer represents a fair price for our existing shareholders. The boards consider the offer to be in the best interest of TenCate and we therefore fully support and unanimously recommend the offer".

Hein Ploegmakers, Partner at Gilde, said "The Consortium has great respect for the longstanding heritage of TenCate covering over 300 years of history. TenCate's market groups hold leadership positions in a number of high growth, specialised niche markets and we aim to support each of them the best we can. Together with our co-investors Parcom Capital and ABN Amro Participaties, we are delighted at the prospect of working with TenCate management and supporting them in the next stage of the Company's development."

TenCate considers this intended transaction to be a compelling Offer for all the Company's stakeholders.

The combination of the Offeror and TenCate will help the TenCate group realise its business strategy, allowing it to improve and invest in the existing five market groups (Protective Fabrics, Advanced Composites, Advanced Armour, Geosynthetics and Grass) and, as part of an effective buy & build strategy, to strengthen these market groups further through acquisitions.

With a focussed shareholder consortium as its controlling shareholder base, TenCate will have ample access to liquidity for long term value enhancement of the business. This focus on value creation will also benefit commercial relationships through product development and innovations.

The Consortium will bring extensive experience and a strong track record of supporting management teams in the execution of their business plans. The members of the Consortium have a clear understanding of the markets in which the Group operates.