Gramo launches formal cash takeover bid for Deceuninck shares

Deceuninck shareholders have until the end of July to decide whether to accept a mandatory public cash takeover bid after Belgian investment vehicle Gramo BV formally launched its offer following regulatory approval.

Gramo announced that the Belgian Financial Services and Markets Authority (FSMA) approved the prospectus for the bid on 14 July, clearing the way for the offer to open on 16 July. The acceptance period will remain open until 30 July at 4pm CET.

The offer applies to all Deceuninck securities carrying voting rights, or conferring voting rights, that are not already owned by Gramo or parties affiliated with the bidder. Shareholders may either tender their shares in accordance with the instructions contained within the prospectus or retain their existing shareholding.

Gramo has set the offer price at €2.11 in cash for each Deceuninck share.

The bidder expects to announce the outcome of the initial acceptance period on or around 6 August, with payment for shares tendered during the first phase anticipated no later than 20 August.

Despite increasing its holding through the mandatory offer, Gramo has confirmed it does not intend to seek the delisting of Deceuninck from the stock market. It also stated that, following the expiry of the acceptance period, it has no plans to voluntarily reopen the bid or launch a simplified buy-out procedure under the relevant provisions of Belgium’s Takeover Decree.

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The prospectus, acceptance form and Deceuninck’s response memorandum, all approved by the FSMA on 14 July, have been made available through KBC Bank and Deceuninck’s investor website. English translations of the prospectus and summary have also been published, although the official Dutch-language version will take precedence in the event of any discrepancies.

Gramo said it has reviewed the translated versions and is responsible for ensuring consistency between the documents.

The company is being advised by KBC Securities as financial adviser, KBC Bank as centralising agent and Stibbe BV as legal adviser.

The announcement follows earlier notifications issued in June under Belgium’s Takeover Decree, when the proposed mandatory public takeover process was first disclosed.

The company stressed that the press release constitutes advertising under Belgian takeover legislation and does not itself constitute the takeover offer, which is made solely on the basis of the FSMA-approved prospectus. It also noted that the announcement is not intended for distribution in jurisdictions where doing so would breach local financial regulations.

Why This Matters: For the UK fenestration sector, Deceuninck remains one of the market’s most influential PVC-U systems suppliers, making any change in its ownership structure significant. Although Gramo has stated it has no intention of delisting the company or pursuing a compulsory buy-out, the completion of the mandatory offer could further consolidate shareholder control while preserving Deceuninck’s listed status. For UK fabricators and installers, the immediate message is one of continuity rather than disruption. However, ownership changes at major European systems houses are always closely watched, as they can influence future investment priorities, product development strategies and long-term commitments across the UK window and door market.

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