Prysmian declares offer Draka unconditional

With reference to the public tender offer for all the outstanding ordinary shares (the Shares) of Draka Holding N.V. (Draka), at an offer price of Euro 8.60 in cash plus 0.6595 newly issued Prysmian ordinary shares for each Share (the Offer), launched on 5 January 2011, Prysmian announces it declared the Offer unconditional.

Highlights
• Prysmian declared the public offer for all Shares in Draka unconditional
• 90.4% of the Shares accepted
• Remaining Shares can be tendered in a post acceptance period starting on 9 February 2011 and ending on 22 February 2011
• Payment of the Shares already tendered, shall occur on 22 February 2011

Offer declared unconditional
Prysmian announces it declared the Offer unconditional.
All offer conditions of the Offer, as described in the offer memorandum dated 5 January 2011, have been fulfilled, with the exception of the offer condition of all relevant regulatory approval procedures having been completed.
Prysmian has decided to waive such condition, in accordance with applicable law and regulations.

Acceptances
As already informed on 4 February 2011, during the Offer period, which ended at 18:00 hours, Amsterdam time on 3 February 2011 (the Offer Period), n. 44,064,798 Shares have been tendered for acceptance under the Offer, representing around 90.4% of Draka’s issued and outstanding ordinary share capital (excluding any treasury share held by Draka).
Together with the Draka financing preference shares to be acquired by Prysmian from ASR Levensverzekering N.V. and Kempen Bewaarder Beleggingsfonds ‘Ducatus’ B.V on 1 March 2011 (as already informed by press release issued on 26 January 2011), Prysmian will hold around 91.4% of the total amount of issued and outstanding shares of Draka.

Post Closing Acceptance Period
Prysmian will grant the Draka’s shareholders who have not yet tendered their Shares under the Offer, the opportunity to tender their Shares in a post closing acceptance period commencing at 09:00 hours, Amsterdam time, on 9 February 2011 and expiring at 18:00 hours, Amsterdam time, on 22 February 2011.

Settlement
Payment of the Offer price for Shares tendered during the Offer Period, shall occur on 22 February 2011.

This press release, which reflects the contents of the joint press release issued by Prysmian and Draka today pursuant to Dutch law, is made exclusively in compliance with, and pursuant to, the provisions of article 114 of the Italian Legislative Decree of 24 February 1998 n. 58, as subsequently amended (Italian Financial Act).