Sec Form 13D Filing - Exor N.V. filing for KONINKLIJKE PHILIPS N V YO (PHG) - 2023-08-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Koninklijke Philips NV

(Name of Issuer)

Ordinary shares, par value €0.20 per share

(Title of Class of Securities)

None

(CUSIP Number)

Jeff Hendrickson, Esq.

Allen & Overy LLP

One Bishops Square

London E1 6AD

United Kingdom

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 14, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 000000000

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CUSIP No. 000000000

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CUSIP No. 000000000

Item 1. Security and Issuer.

Name of Issuer:

This Schedule 13D relates to the ordinary shares (the “Shares”) of Koninklijke Philips NV (“Philips” or the “Issuer”). The address of the principal executive offices of the Issuer is Breitner Center Amstelplein 2, 1096 BC, Amsterdam, Netherlands 1096.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly by (1) Giovanni Agnelli B.V. (“G.A.”) and (2) Exor N.V. (“Exor”) (each a “Reporting Person”, and collectively referred to herein as the “Reporting Persons”). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D.

Exor is controlled by G.A.

Giovanni Agnelli B.V.

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

Exor N.V.

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

G.A. is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) grouping the descendants of Senator of Giovanni Agnelli, the founder of Fiat. The main business objective is to preserve unity and continuity of its controlling equity interest in Exor. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each executive officer and director of G.A. each person controlling G.A. and each executive officer and director of any corporation or other person in control of G.A. are set forth in Schedule A attached hereto.

Exor is a Dutch public limited liability company (naamloze vennootschap), is an investment company and its principal business is long-term investments in global companies in diversified sectors, mainly in Europe and the United States. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each executive officer and director of Exor, each person controlling Exor and each executive officer and director of any corporation or other person in control of Exor are set forth in Schedule A attached hereto.

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Giovanni Agnelli B.V. – the Netherlands

Exor N.V. – the Netherlands

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Items 4 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

On August 14, 2023, the Reporting Persons acquired 111,822,635 Shares for an aggregate initial purchase price (subject to adjustment) of approximately €2.07 billion, pursuant to a share purchase agreement, dated August 13, 2023 (the “Share Purchase Agreement”), by and among Exor and Goldman Sachs Bank Europe SE (the “Bank”), using cash on hand. The Share Purchase Agreement is attached as Exhibit 99.3 to this Schedule 13D. The Reporting Persons own a total of 139,297,503 Shares having spent to date approximately €2.6 billion in relation to the acquisition of the Shares.

See also the information set forth in Item 4 and Item 6 of this Schedule 13D.

Item 4. Purpose of Transaction.

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The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

On August 13, 2023, Philips and Exor entered into a relationship agreement (the “Relationship Agreement”) in order to regulate the relationship between the Issuer and the Reporting Persons. Pursuant to the terms of the Relationship Agreement, Exor and Philips have agreed, amongst other things and subject to certain limitations as set forth therein:

This summary description does not purport to be complete, and is qualified in its entirety by reference to the Relationship Agreement, a copy of which is filed as Exhibit 99.2 of this Schedule 13D.

The principal objective of the Reporting Persons’ investment in Philips is to provide stable and committed support for Philips’ long-term value creation plans, and to increase their presence in the healthcare and technology sectors.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of Philips with respect to the business and affairs of Philips and may from time to time consider pursuing or proposing such matters with advisors, Philips or other persons.

Accordingly, the Reporting Persons reserve the right to develop, modify or change their respective plans as they deem appropriate. For example, the Reporting Persons may at any time and from time to time (1) acquire additional securities of Philips in open market or privately negotiated transactions or pursuant to the exercise of warrants, stock options or convertible or exchangeable securities; (2) dispose of such securities; (3) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in such securities; and/or (4) continue to hold such securities for investment purposes. Any such transactions may be effected at any time and from time to time. In reaching any determination as to its future course of action, the Reporting Persons may take into consideration various factors, such as Philips’ business and prospects, other developments concerning Philips, other business opportunities available to the Reporting Persons, and general economic and stock market conditions, including, but not limited to, the market price of the Shares of Philips.

Representatives of the Reporting Persons may conduct discussions from time to time with one another as well as with management of Philips, Philips’ other shareholders and/or other relevant parties, including other companies that operate in the business and markets in which Philips conducts its businesses, in each case relating to matters that may include Philips’ strategic plans, business, financial condition, operations and capital structure. The Reporting Persons may engage with any of the parties listed above in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. As a result of these activities, the Reporting Persons may suggest, or take a position with respect to, potential changes in the operations, management or capital structure of Philips as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under Rule 13d-1(a), including, without limitation, such matters as disposing of one or more businesses; selling or merging Philips or acquiring other companies or businesses; changing strategies; adopting, not adopting, modifying, or eliminating certain types of anti-takeover measures; modifying Philips’ capitalization; reviewing dividend and compensation policies; entering into agreements with third parties relating to acquisitions of securities issued or to be issued by Philips; entering into agreements with Philips relating to acquisitions of shares in Philips by members of management, issuance of options to management, or their employment by Philips.

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Item 5. Interest in Securities of the Issuer.

Item 3 is hereby incorporated by reference in this Item.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entity into this Item 6.

Share Purchase Agreement

The Share Purchase Agreement is a Permitted Derivative Transaction as such term is defined in the Relationship Agreement between Exor and Philips. On entry into such agreement it provides for the Bank to sell 111,822,635 Shares to Exor. At the end of a calculation period, the Bank or Exor (as applicable) will account to the other party for the difference between the initial purchase price and a price determined with reference to the market price of Philips shares over such calculation period. In connection therewith, Exor entered into a security agreement (the “Security Deed”) with the Bank and Goldman Sachs International (the “Custodian”) and a custody agreement with the Custodian for the custody of the Shares (“Custody Agreement”).

This summary description does not purport to be complete, and is qualified in its entirety by reference to the Share Purchase Agreement, the Security Deed and the Custody Agreement, which are incorporated by reference herein.

Relationship Agreement

Concurrent with the execution of the Share Purchase Agreement, Exor entered into a Relationship Agreement with Philips providing for certain arrangements between the parties thereto. The information set forth in Item 4 is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

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CUSIP No. 000000000

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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SCHEDULE A

Giovanni Agnelli B.V. (“G.A.”)

Set forth below are the names, business address, present principal occupation or employment of each board member of G.A. Unless otherwise indicated, the business address of each person listed below is c/o Giovanni Agnelli B.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, The Netherlands.

Exor N.V. (“Exor”)

Set forth below are the names, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of the chief executive officer and each director of Exor. Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, The Netherlands.

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