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3d investors secures support from QuaeroQ in connection with bid for Zenitel by changing the bidding structure

3D NV (“3d investors”) has announced today that it has entered into an agreement with QuaeroQ NV ("QuaeroQ") and its parent company Abacus Group NV (“Abacus”), in connection with its previously announced intention to launch a voluntary and conditional public takeover bid by its subsidiary House of Thor BV (“House of Thor”) for all shares in Zenitel NV (“Zenitel”). QuaeroQ holds 14.99% of the shares in Zenitel and is therefore the second largest shareholder. A copy of the press release of 3d investors is available here.

Based on the agreement, QuaeroQ will sell its entire participating interest of 14.99% in Zenitel to House of Thor at the bid price of EUR 22.75 per share. Simultaneously, Abacus will buy a participating interest of 10% in House of Thor from 3d investors, at a price per share equal to the implied bid price.

QuaeroQ will sell its participating interest in Zenitel outside the takeover bid, irrespective of whether the takeover bid comes to a closing. The purchase by Abacus of a participating interest in House of Thor will also take place irrespective of whether the takeover bid is successful.

 The agreement changes the bidding structure in the sense that Abacus participates in the bidder, and House of Thor immediately secures the acquisition of 14.99% of the shares in Zenitel held by QuaeroQ, in addition to the 47.87% of the shares in Zenitel held by 3d investors. With De Wilg CommV, which holds 12.08% of the shares in Zenitel, House of Thor previously closed an agreement in which De Wilg CommV irrevocably committed to tender its shares to the bid. House of Thor expects the takeover bid to be launched shortly, once the prospectus has been approved.

About Zenitel
Zenitel is a major global player in the development and marketing of intelligent communication solutions where security, guaranteed availability and sound quality are essential. With nearly 120 years of experience, Zenitel has proven to be a reliable and quality provider of broadcast systems, intercom solutions and two-way radio. These systems interface with other security devices, enabling end users and integrators to build a comprehensive and integrated security solution that combines access control, video surveillance, digital messaging and other solutions. Today, Zenitel’s customers include security services providers, companies and organisations active in the transportation and shipping sectors, healthcare institutions and industrial companies.
Zenitel employs approximately 300 people worldwide, is headquartered in Norway and sells its solutions under the Vingtor-Stentofon and Phontech brands.
More information can be found at www.zenitel.com.

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