09.10.2019 - 16:39 Uhr

Mangrove LuxCo III S.à r.l.: Information Release

Mangrove LuxCo III S.à r.l.,

NOTICE

 

Mangrove LuxCo III S.à r.l.

Société à Responsabilité Limitée

Registered Office: 2C rue Albert Borschette

L-1246 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg B236258

 

Luxembourg - 9 October 2019

 

Information Release

 

Mangrove LuxCo III S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (the "Issuer"), today announces that its direct subsidiary, Mangrove LuxCo IV S.à r.l. ("New LuxCo"), has completed its acquisition (the "Acquisition") of the shares in Galapagos BidCo S.à r.l. ("Galapagos BidCo"), associated preferred equity certificates and any intercompany payables owed by Galapagos BidCo to Galapagos S.A. (the "Galapagos BidCo Instruments"), which indirectly includes the Kelvion and ENEXIO businesses (collectively, the "Target Group"). The Issuer is indirectly owned by certain Triton Fund IV entities.

The Acquisition was consummated in connection with the balance-sheet restructuring transaction of the Galapagos Group that closed today (the "Restructuring Effective Date"), which has resulted in a major recapitalization of the operating business of the Issuer, New LuxCo and the newly acquired subsidiaries (collectively, the "New Group"), a deleveraging of the New Group's balance sheet and access to new debt facilities and instruments with longer tenors (the "Restructuring"). In connection with the Restructuring, the Issuer issued EUR356,233,492 in aggregate principal amount of 7.775% senior secured fixed rate notes due 2025 (the "New Notes").

The New Group is a leading global manufacturer of heat exchangers and provides a full range of solutions for almost every industrial application, specializing in customized solutions suitable for extreme environmental conditions. The New Group is among the leading manufacturers in many of its core products. The New Group's main end-markets are power, heating, ventilation and air conditioning and refrigeration technology, oil and gas, food and beverages, chemicals, water and waste water and marine. In those markets, the New Group services a broad, diversified and long-standing customer base in more than 130 countries.

The following additional information is also available on the website of the Issuer (www.mangrove-investor-relations.com):

- A more detailed Information Release regarding the Restructuring, among other things.

- The Galapagos Group trading update dated September 2019, which includes the unaudited preliminary Consolidated Financial Information of Galapagos Holding S.A. as of and for the year ended December 31, 2018; and

- The Galapagos Group trading update dated September 2019, which includes the unaudited preliminary Consolidated Financial Information of Galapagos Holding S.A. as of and for (i) the six months ended June 30, 2018 and 2019 and (ii) the month ended July 31, 2018 and 2019.

For additional information, please contact:

Email: info@mangrove-investor-relations.com Phone: +352 26 753 0

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Disclaimer

 

This press release has been prepared by the New Group solely for informational purposes and does not constitute, and should not be construed as, an offer to sell or issue securities or otherwise constitute an invitation or inducement to any person to purchase, underwrite, subscribe to or otherwise acquire securities in any New Group entity.

Certain statements contained in this press release that are not statements of historical fact, including, without limitation, any statements preceded by, followed by or including the words "targets," "believes," "expects," "aims," "intends," "may," "anticipates," "would," "could" or similar expressions or the negative thereof, constitute forward-looking statements, notwithstanding that such statements are not specifically identified. Examples of forward-looking statements include, but are not limited to: (i) statements about future financial and operating results; (ii) statements of strategic objectives, business prospects, future financial condition, budgets, projected levels of production, projected costs and projected levels of revenues and profits of the New Group or its management or boards of directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements.

Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and outside of the control of the management of the New Group. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. We have based these assumptions on information currently available to us, and if any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While we do not know what impact any such differences may have on our business, if there are such differences, our future results of operations and financial condition, could be materially adversely affected. You should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made. The New Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither the New Group nor any of its advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this press release or its contents. The information contained in this press release does not constitute investment advice.

This press release is not for publication, release or distribution in Canada, Japan or Australia. Any failure to comply with this restriction may constitute a violation of securities laws. This press release and the information contained herein are not an offer of securities for sale in the United States or to U.S. persons. Any securities referred to herein have not and will not be registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons. Any public offering of securities to be made in the United States would have to be made by means of a prospectus that would be obtainable from the New Group and would contain detailed information about the New Group, of any securities and its management, as well as financial statements. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

09.10.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

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