KPN ICT Services B.V. recommended cash offers for all ordinary shares in the capital of Getronics N.V. and all convertible bonds convertible into ordinary shares in the capital of Getronics N.V.

9/11/2007, 8:00 AM (Source: GlobeNewswire)



This is a joint press release of KPN ICT Services B.V. and Getronics
N.V. which is required pursuant to the provisions of article 9b
paragraph 1 of the Dutch Securities Markets Supervision Decree 1995
(Besluit toezicht effectenverkeer 1995). This press release is not
for release, distribution or publication, in whole or in part, in or
into the United States of America, Canada, Australia, Japan and
Italy. The offers for ordinary shares and convertible bonds of
Getronics N.V. are not made in or into the United States of America,
Canada, Australia, Japan and Italy.

The Hague, Amsterdam, 11 September 2007

Key highlights

- Cash offer for all ordinary shares in the capital of Getronics N.V.
for an offer price of EUR 6.25 per share, inclusive of any dividend
payable for the financial year 2007;
- Cash offers for all bonds due 2008, bonds due 2010 and bonds due
2014 for an offer price per bond of EUR 1,040, EUR 50,500 and EUR
52,500 respectively, plus accrued interest up to the settlement
date;
- The acceptance period commences at 09:00 hours, Amsterdam time, on
12 September 2007 and will end at 15:00 hours Amsterdam time on 12
October 2007;
- Getronics N.V. will convene an extraordinary general meeting of
shareholders to which the bondholders will also be invited on 2
October 2007 to explain and discuss the offers;
- The management board and the supervisory board of Getronics N.V.
support the offers and unanimously recommend the offers to the
shareholders and bondholders, respectively, for acceptance; and
- The conditions to the offers include an acceptance level of at
least 80% of all ordinary shares on a fully diluted basis,
excluding dilution from conversion of the bonds due 2008, the bonds
due 2010 and the cumulative preference shares respectively.


Following the press releases of 30 July 2007 and 29 August 2007,
KPN ICT Services B.V. (the "Offeror"), a directly wholly owned
subsidiary of Royal KPN N.V. ("KPN"), and Getronics N.V.
("Getronics") jointly announce that the Offeror is making a cash
offer ("Offer I") for all issued and outstanding ordinary shares with
a nominal value of EUR 0.28 each in the capital of Getronics (the
"Shares"). Further the Offeror makes public cash offers for all
outstanding unsubordinated convertible bonds 2008 ("2008 Bonds"), all
senior unsecured convertible bonds 2010 ("2010 Bonds") and all senior
unsecured convertible bonds 2014 ("2014 Bonds" together with the 2008
Bonds and the 2010 Bonds, "Bonds") in the capital of Getronics
(respectively "Offer II", "Offer III", "Offer IV"). Offer I, Offer
II, Offer III and Offer IV (collectively the "Offers") are supported
by the management board and the supervisory board of Getronics and
both boards unanimously recommend the holders of Shares
("Shareholders") and the holders of Bonds ("Bondholders") to accept
the Offers. Shareholders tendering their Shares will, subject to the
Offers being declared unconditional, (gestand worden gedaan), be paid
EUR 6.25 per Share in cash inclusive of any dividend payable for the
financial year 2007 ("Offer Price per Share"). Bondholders tendering
their 2008 Bonds, 2010 Bonds or 2014 Bonds will, subject to the
Offers being declared unconditional (gestand worden gedaan), be paid
EUR 1,040 (the "Offer Price per 2008 Bond"), EUR 50,500 (the "Offer
Price per 2010 Bond") or EUR 52,500 (the "Offer Price per 2014
Bond") respectively, in each case plus accrued interest up to the
settlement date in cash per Bond. Reference is made to advertisement
published in the Daily Official List and Het Financieele Dagblad
today.

The Shares and 2008 Bonds are listed on Euronext Amsterdam N.V.'s
Eurolist by Euronext ("Euronext Amsterdam"). The 2010 Bonds and 2014
Bonds are listed on the Euro MTF Market by Luxembourg Stock Exchange.
The requirements of Dutch public offer regulations do not apply to
the 2010 Bonds and the 2014 Bonds.

Offer memorandum
The Offers are made on the terms of and subject to the conditions and
restrictions as set out in the offer memorandum dated 11 September
2007 (the "Offer Memorandum"). Shareholders and Bondholders should
carefully read the Offer Memorandum including all of the terms,
conditions and restrictions, and where required they should render
for independent advice. The Offer Memorandum is available as of 11
September 2007 on the terms as described hereunder.

Extraordinary general meeting of Shareholders
The Offers will be discussed during an extraordinary general meeting
of Shareholders ("EGM"), to which also Bondholders will be invited,
by the management board and the supervisory board of Getronics, in
compliance with the provisions of article 9q of the Dutch Securities
Markets Supervision Decree 1995 (Besluit toezicht Effectenverkeer
1995) ("Bte"). This meeting will be held at the World Trade Center
Amsterdam, Piccadilly Circus (hall 1), Strawinskylaan 1, 1077 XW in
Amsterdam, on 2 October 2007 at 10:30 hours (Amsterdam time). Further
details will be made available on www.getronics.com.

Acceptance period of the Offers
Shareholders and Bondholders may tender their Shares and Bonds,
respectively, from 12 September 2007 9:00 hours Amsterdam time until
12 October 2007 15:00 hours Amsterdam time (the "Acceptance Period"),
subject to extension of the Acceptance Period in accordance with
article 9o paragraph 5 Bte by the Offeror in accordance with the
Offer Memorandum. Ultimately on the fifth trading day after the end
of the Acceptance Period, the Offeror will announce whether the
Offers are declared unconditional, unless the Acceptance Period has
been extended.

Extension
The Offeror may extend the Acceptance Period one or more times if one
or more of the offer conditions is not fulfilled as set out in the
Offer Memorandum. Ultimately on the third trading day after the end
of the Acceptance Period at 15.00 hours Amsterdam time, a public
announcement shall be made whether the Acceptance Period will be
extended, in accordance with the article 9o paragraph 5 Bte. During
such an extension of the Acceptance Period, the Offers will remain
valid for all previous tendered and not withdrawn Shares and Bonds.

Acceptance by Shareholders and Bondholders
Shareholders and Bondholder who hold their Shares or Bonds through a
bank or (stock)broker are requested to make their acceptance of the
Offers known, taking into account the Acceptance Period, via their
bank or (stock)broker, to ING Bank N.V., ING Wholesale Banking
Securities Services, department Paying Agency Services (BV 06.01),
Van Heenvlietlaan 220, 1083 CN Amsterdam, The Netherlands (the
"Exchange Agent").

Admitted institutions of Euronext Amsterdam ("Admitted Institutions")
may tender their Shares and 2008 Bonds only by fax (+31 20 797 9607),
followed by a written confirmation, to the Exchange Agent.

Admitted institutions of Luxembourg Stock Exchange ("Direct
Participants") may tender their 2010 Bonds and 2014 Bonds with an
acceptance notice (via the relevant clearing system) to the Exchange
Agent. The acceptance notice will be distributed by the Exchange
Agent through the relevant clearing system.

In submitting the acceptance, the Admitted Institutions declare that
they have the tendered Shares and/or 2008 Bonds in their
administration, and they undertake to transfer these Shares and/or
2008 Bonds to the Offeror, provided that the Offers have been
declared unconditional.

In submitting the acceptance, the Direct Participants declare that
they have the tendered 2010 Bonds and/or 2014 Bonds in their
administration, and they undertake to transfer these 2010 Bonds
and/or 2014 Bonds to the Offeror (through the relevant clearing
system), provided that the Offers have been declared unconditional.

Shareholders who are individually recorded by name in the
shareholders register of Getronics wishing to accept Offer I in
respect of such Shares, must deliver a completed and signed
acceptance form to the Exchange Agent, in accordance with the terms
and conditions of Offer I not later than at 15:00 hours, Amsterdam
time, on 12 October 2007, unless the Acceptance Period is extended.
Upon request, the acceptance forms are available from the Exchange
Agent. The acceptance form will serve as a deed of transfer (akte van
levering) with respect to the Shares referenced therein.

Declaring the Offers unconditional
The Offers shall be subject to the fulfilment of the offer conditions
including, but not limited to, the commitment of the Offeror to
declare the Offers unconditional if to the satisfaction of the
Offeror the number of Shares tendered, together with the Shares hold
by Royal KPN N.V. and its affiliates (as described in article 2:24b
of the Dutch Civil Code; including the Offeror) directly or
indirectly at the end of the Acceptance Period, represent at least
80% of all Shares on a "fully diluted" basis, excluding dilution from
the conversion of respectively 2010 Bonds, 2014 Bonds and cumulative
preference shares, unless the Offeror waives this condition (whereby,
in the event less than 50% plus 1 Share have been tendered, the
Offeror requires the consent of Getronics for such waiver) on or
prior to the last day of the Acceptance Period or the last day of the
extended Acceptance Period.

The Offeror will determine by no later than 15:00 hours Amsterdam
time on the fifth trading day following the last day of the
Acceptance Period or the fifth trading day following the last day of
the extended Acceptance Period, whether the conditions of the Offers
have been fulfilled or are waived and will announce whether (i) the
Offers will be declared unconditional, (ii) there is still
uncertainty as to the fulfilment of any of the offer condition(s)
(iii) the Offers are terminated, as a result of the offer
condition(s) not having been fulfilled or being waived by the
Offeror, all in accordance with article 9t paragraph 4 of the Bte.

The announcement, if any, by the Offeror that there still is
uncertainty as to the fulfilment of any of the offer conditions does
not mean that Shareholders and Bondholders will have the right to
withdraw tenders of Shares and Bonds under the Offers or that the
tendered Shares and Bonds under the Offer shall be deemed to be
automatically withdrawn.

Payment of the offer price
Unless the Acceptance Period has been extended, the Shareholders and
Bondholders that validly tendered their Shares or Bonds,
respectively, will receive the Offer Price per Share, Offer Price per
2008 Bond, Offer Price per 2010 Bond and Offer Price per 2014 Bond,
respectively, after the Offers have been declared unconditional,
ultimately at the fifth trading day after the Offers have been
declared unconditional.

Post-acceptance
On the day the Offers are declared unconditional the Offeror may
announce a post acceptance period of up to fifteen trading days.
During such post acceptance period, Shareholders and Bondholders will
not be allowed to withdraw any tender of Shares or Bonds under the
Offers.

Irrevocable undertakings
The holders of the Depository Receipts (as defined hereafter),
directly or indirectly, hold together all of the 35,211,568
depositary receipts from the cumulative preference shares in the
capital of Getronics (the "Depository Receipts"), which corresponds
to approximately 22.2% of Getronics' issued share capital, and have
irrevocably committed not to exercise conversion rights and to sell
and transfer their Depositary Receipts to the Offeror, subject to the
Offers being declared unconditional, each for a cash price of EUR
4.58 (rounded, assuming that the Unconditional Date is the first
trading day after the last day of the Acceptance Period) per
Depositary Receipt which is based on the calculation method pursuant
to the agreement between the holders of the Depositary Receipts and
the Company (namely the number of ordinary shares in the capital of
Getronics that would be issued upon conversion of the Depositary
Receipts into ordinary shares in the capital of Getronics, multiplied
with the Offer Price per Share). The irrevocable undertakings are
subject to a customary exception in respect of a competing higher
offer and certain other customary conditions.

Agreement with Stichting Preferente Aandelen Getronics N.V.
In relation to the Offers, subject only to Offer I becoming
unconditional, having regard to the fact that the Offers are
supported and unanimously recommended by the management board and the
supervisory board of Getronics to the Shareholders and the
Bondholders, the Stichting Preferente Aandelen Getronics N.V. ("the
Foundation") has confirmed in writing that it will not exercise the
call option pursuant to the Option Agreement of 6 April 2000 (the
"Call Option"), subject to the condition precedent (opschortende
voorwaarde) of Offer I being declared unconditional. Pursuant to the
Call Option, the Foundation is entitled to exercise a right to obtain
a certain number of preference shares equal to the total par value of
all issued and outstanding ordinary shares plus the total par value
of all issued and outstanding cumulative preference shares, minus the
par value of one preference share, provided that the total number of
preference shares so issued does not exceed the authorised share
capital of Getronics as per 27 March 1998. If such right is
exercised, the Foundation would have a maximum of approximately 35%
of the voting rights of Getronics based on the number of Shares and
cumulative preference shares outstanding at the date of this Offer
Document. The Foundation has confirmed in writing that the Call
Option will be terminated if Offer I is settled.

Shareholdings of the management board and the supervisory board of
Getronics
Mr. N.M. Wagenaar, chairman of the management board of Getronics,
holds 60,000 restricted Shares, of which 30,000 Shares will become
unrestricted on 26 September 2007 and the remaining 30,000 Shares on
26 September 2009, provided that Mr. Wagenaar is still employed by
Getronics at those dates. The restriction does not apply to
termination of his employment by Getronics, except in case of
termination for cause. As from the settlement date, Mr. Wagenaar will
resign from his position of chairman of the management board, on the
conditions as set out in the Offer Memorandum. Mr. Wagenaar has
irrevocably undertaken to tender his restricted Shares under the
terms, conditions and restrictions as described in the Offer
Memorandum.
At the date of the Offer Memorandum no Shares or Bonds are held by
other members of the management board or the supervisory board of
Getronics.

Shares held by KPN
At the date of the Offer Memorandum, KPN holds 29.9% of the Shares
(representing 23.1% of the total issued share capital of Getronics),
which it has acquired in ordinary stock exchange trading after the
initial announcement of Offers.

Delisting
Should the Offers be declared unconditional, it is intended that the
listing of the Shares on Euronext Amsterdam will be terminated as
soon as possible after consultation with Euronext Amsterdam and in
accordance with the applicable de-listing rules. Depending on the
number of Shares obtained by the Offeror under the Offer I, the
Offeror intends to initiate a squeeze-out procedure as referred to in
article 2:92a of the Dutch Civil Code in order to acquire all Shares
held by minority shareholders (depending on the Offeror obtaining 95%
of the Shares), or to take other steps to terminate the listing
and/or acquire Shares that were not tendered under Offer I,
including, but not limited to, effecting a legal merger and/or
entering into an asset sale transaction or any other legal measure,
as set out in the Offer Memorandum. The Offeror further intends to
terminate the listing of the 2008 Bonds on Euronext Amsterdam and the
listing of the 2010 Bonds and the 2014 Bonds on the Luxembourg Stock
Exchange as soon as possible.

Further information
The information in this press release is not complete and for further
information explicit reference is made to the Offer Memorandum. The
Offer Memorandum contains details of the Offers and is published in
the English language with a summary in the Dutch language. The
Shareholders and Bondholders are advised to review the Offer
Memorandum in detail and to seek independent advice where appropriate
in order to reach a reasoned judgement in respect of the content of
the Offer Memorandum and the Offers themselves. Copies of this Offer
Memorandum and related documents are available free of charge at the
headquarters of Getronics:
Getronics N.V.
Rembrandt Tower - Amstelplein 1
1096 HA Amsterdam
The Netherlands
telephone: +31 (0)20 586 1412
fax: +31 (0)20 586 1568
email: media@getronics.com
www.getronics.com;
as well as the offices of ING Corporate Finance:
ING Corporate Finance
Foppingadreef 7
1102 BD Amsterdam Z-O
Nederland
telephone +31 (0)20 563 8521
fax +31 (0)20 563 8503
email: cfprospectus@ingcf.com.

For further information about Getronics and the Offers reference is
made to the website www.getronics.com. For the Offer Memorandum
reference is also made to the website www.kpn.com/ir. These websites
do not constitute a part of the Offer Memorandum.
Copies of Getronics' current articles of association, proposed
articles of association of Getronics and the most recent annual
reports of Getronics for the financial years 2004, 2005, 2006 and
the 2007 half year results are available free of charge at the
offices of Getronics and ING Corporate Finance.

Further announcements with respect to the Offers
All announcements in relation to the Offers will be published in a
press release and/or publication in Het Financieele Dagblad and in
the Daily Official List of Euronext Amsterdam, as well as on the
official website of the Luxembourg Stock Exchange (www.bourse.lu).

Indicative Timetable

+-------------------------------------------------------------------+
| 12 September 2007 | Commencement of Acceptance Period |
|----------------------------+--------------------------------------|
| 2 October 2007 | EGM Getronics |
|----------------------------+--------------------------------------|
| 12 October 2007 | Last date of the Acceptance Period |
| | (subject to extension) |
|----------------------------+--------------------------------------|
| No later than five trading | Announcement whether (i) the Offers |
| days after the end of the | have been declared unconditional, |
| Acceptance Period | (ii) there still is uncertainty as |
| | to fulfilment of any or more of the |
| | condition(s) or (iii) the Offers are |
| | terminated |
|----------------------------+--------------------------------------|
| No later than five trading | Settlement date |
| days after the | |
| unconditional date | |
+-------------------------------------------------------------------+


Restrictions

The Offers, the distribution of this Offer Memorandum, all related
document and making of the Offers in jurisdictions other than the
Netherlands may be restricted by law, included but not limited to
United States of America, Canada, Australia, Japan and Italy may be
subject to legal restrictions. The Offers are not being made in any
jurisdiction in which the making of the Offers would not be in
compliance with the law. Persons that are directly or indirectly
obtaining the Offer Memorandum are required to take due note and
observe all such restrictions and obtain necessary authorisations,
approvals or consents. Any failure to comply with any of such
restrictions may constitute a violation of the law of any of such
jurisdiction. Neither Getronics nor the Offeror, nor their respective
advisers accept any liability for any violation by any person of any
such restriction.

Under no circumstances shall Offer III and Offer IV (the Offers for
Bonds listed on Luxembourg Stock Exchange) for cash only constitute,
or be construed, as a public offer of securities.

This announcement is a press release and not a prospectus and holders
of securities in Getronics N.V. referenced above should not make any
decisions except on the basis of the information contained in the
Offer Memorandum.

This announcement will also be published in Dutch. In the event of
any inconsistencies between the English and Dutch versions of this
announcement, the English version will prevail.


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