Exhibit(b)
AGREEMENT IN PRINCIPLE BETWEEN ING AND VHBV RELATING TO THE ACQUISITION OF
ACSYS, INC.
ING will establish BidCo BV in the Netherlands and VHBV will establish BidCo
US in the United States.
BidCo US will make the cash Tender Offer for Falcon (the "Offer"). The Offer
will be for approximately $80 million in cash including expenses.
ON THE OFFER BECOMING UNCONDITIONAL BUT PRIOR TO THE ACCEPTANCE OF THE SHARES
TENDERED, THE FOLLOWING STEPS WILL OCCUR (SIMULTANEOUSLY IN ONE DAY)
- ING will fund BidCo BV with $40 million in debt which is convertible into
shares of Vedior NV and which bears an interest rate of 9.5%.
- BidCo US will be transferred to ING and BidCo US will be funded by ING,
initially with $5,000 of equity and approximately $40 million of debt which
will subsequently be converted into common equity and a loan of $40 million
from BidCo BV. These funds will be distributed to Falcon's shareholders and
used to meet expenses.
- ING will contribute its BidCo US shares to BidCo BV in exchange for $13
million common shares and $27 million preferred shares which carry a
cumulative preferred dividend of 8%.
- ING will sell the common shares in BidCo BV to VHBV, a Dutch company which
is unrelated to ING.
AFTER THESE STEPS:
- BidCo US will owe the $40 million debt to its parent. We assume the loan to
BidCo US bears a rate of interest of approximately 9.5%.
- VHBV will own common shares of BidCo BV which represent approximately $13
million of BidCo BV's value ($13 million of $80 million) and ING will own
all the preferred shares (which represent $27 million) and the convertible
loan of $40 million.
- Both the preferred and common shares will carry equal voting rights such
that VHBV does not control BidCo BV, and VHBV will not control BidCo BV's
Board of Directors. A trust-company will be appointed as director.
Under the terms of the Falcon acquisition agreement, BidCo US may be required
to repay Falcon's existing indebtedness which will by then amount to
approximately $45 million. It is proposed that this debt would be refinanced
locally, if necessary with an ING guarantee backed by a counter indemnity
from VHBV.
THE TERMS OF THE PREFERRED SHARES AND THE CONVERTIBLE DEBT OF BIDCO BV WILL
BE AS FOLLOWS:
- Exchangeable into shares in Vedior NV at a fixed price of EUR 16 through a
conversion agreement with VNV.
- Mandatory conversion at a fixed price of EUR 16 if Vedior share price equals
or exceeds EUR 20 for 60 consecutive days.
- After 5 years, VHBV may purchase all the convertible loan and the preferred
shares for cash at original cost.
- In the event that VHBV does not elect to purchase the shares and convertible
debt after 5 years, the holders of the convertible loan and preferred
shares may elect (i) to exchange their interests at original cost for
shares in VNV at the then ruling market price or (ii) sell or float BidCo
US, repay the convertible debt and distribute the remaining proceeds to the
preferred (first) and common shareholders of BidCo BV (thereafter).
- In the event of default by VHBV, ING may exercise its right to
convert/exchange into shares in VNV at cost plus accrued interest and
dividends.
- Agreements to be governed by Dutch law.
VHBV will provide a warranty in respect of capital taxes (if any) arising on
the contribution of BidCo US in exchange for shares of BidCo BV.
EVENTS OF DEFAULT:
- Change of ownership of VHBV/VNV
- Failure to pay interest and/or dividend on preferred shares and
convertible debt
- Insolvency of VHBV or VNV
- Change or termination of activities of VNV or VHBV
Agreed by ING and VHBV/VNV on 13 April 2000.
/s/ A.W.M. Xxxxxx /s/ A.J.M. van der Ven
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ING Bank Corporate Vedior Holding B.V.
Investments B.V.
By: A.W.M. Xxxxxx By: A.J.M. van der Ven
/s/ C.K.Z. Miles
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Vedior N.V., for the
conversion agreement
By: C.K.Z. Miles
