Wolters Kluwer Announces the Start of €475 Million Share Buy-back Program
Amsterdam.– Wolters Kluwer, a leading global information services and publishing company, today announces the start of the share buy-back program that was announced on March 26, 2007. Related to the divestment of its Education activities, Wolters Kluwer intends to return approximately €475 million of the net proceeds from the sale of the Education division to shareholders through this share buy-back program.
On April 20, 2007, Wolters Kluwer’s Annual General Meeting of Shareholders mandated the Executive Board of Wolters Kluwer to repurchase ordinary shares for a period of eighteen months. Given the share buy-back value of €475 million, the approximate number of ordinary shares to be repurchased under the share buy-back program is 20.8 million shares, calculated on the basis of the closing share price of June 14, 2007. The share buy-back commences June 18, 2007, and ends on December 31, 2007, unless prior to such date the aggregate value of shares acquired would exceed the €475 million; or if ten percent of the outstanding ordinary shares have been repurchased, including any ordinary shares already held by the company; or in the event of a corporate transaction regarding Wolters Kluwer.
The maximum consideration to be paid per ordinary share under the share buy-back program is the higher of the price of the last independent trade in Wolters Kluwer’s shares and the highest current independent bid price on the trading venues where the purchase is carried out. Furthermore, this price will not exceed 110 percent of the closing price of the ordinary shares on the stock exchange of Euronext Amsterdam on the day preceding the day of purchase as shown in the Official Price List of Euronext Amsterdam. The repurchase price will be based on the daily VWAP (Volume Weighted Average Price) and the program will be in full compliance with the safe harbor trading and volume restrictions of the Market Abuse Directive. Wolters Kluwer will provide a weekly update on the progress of the share buy-back program to the market.
Wolters Kluwer’s share buy-back program will be executed by ING Wholesale Banking, who shall make the trading decisions in relation to the share buy-back program of ordinary shares independently of, and without influence by, Wolters Kluwer with regard to the timing of the purchases. It is Wolters Kluwer’s intention to cancel the greater part of the shares acquired through the share buy-back program, and to potentially use a smaller part of the shares acquired through the share buy-back program to cover its obligations to grant performance shares under the company’s long term incentive plan.
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