- 15.01.2016, 20:22:55
- /
- OTS0216 OTW0216
Notification pursuant to section 5 Austrian Takeover Act / Intention to make a public offer
Cubic (London) Limited announces anticipated mandatory offer for all outstanding shares in C-Quadrat Investment AG (ISIN: AT0000613005)
Utl.: Cubic (London) Limited announces anticipated mandatory offer
for all outstanding shares in C-Quadrat Investment AG (ISIN:
AT0000613005) =
Wien (OTS) - Cubic (London) Limited ("Bidder" or "Cubic") which is
owned in equal parts by San Gabriel Privatstiftung, currently holding
approximately 15,68% in C-QUADRAT Investment AG, and T.R.
Privatstiftung, currently holding approximately 19,58% in C-QUADRAT
Investment AG, has entered into a conditional share purchase
agreement with Talanx Asset Management GmbH regarding a total of
1.095.162 non-par value bearer shares of C-QUADRAT Investment AG
("C-Quadrat" or "Target Company"), corresponding to 25,1% of the
Target Company's issued share capital. The purchase price per share
amounts to EUR 42. The share purchase agreement is subject to the
regulatory approvals by competent authorities in Germany, UK and
Austria.
With effectiveness of the share purchase agreement the Bidder
together with both private trusts will hold more than 50% in the
Target Company thus being obliged to launch a mandatory takeover
offer to all other shareholders pursuant to sections 22 et seq.
Aus-trian Takeover Act. Cubic intends to fulfill this obligation by
way of launching an anticipated mandatory offer to acquire all
C-Quadrat shares that are not held by the bidder, parties acting in
concert, C-Quadrat or shareholders by which the Bidder entered into
no tender commitments. Thus, this anticipated mandatory offer will
refer to approximately 411.000 C-Quadrat shares, corresponding to
approximately 9,44% of the Target Company's issued share capital. The
offer price will correspond to statutory requirements and is expected
to be EUR 42.86 per C-Quadrat share. The anticipated mandatory offer
will be subject to the regulatory approvals by competent authorities
in Germany, UK and Austria.
The Bidder plans to release the offer document in accordance with
statutory require-ments, however, given the complexity of regulatory
approval procedures in several juris-dictions intends to file an
application to the Austrian Takeover Commission to extend the time
period for notification of the offer document. The offer document
will include the precise terms and periods regarding the acceptance
of the anticipated mandatory offer and will be available online on
the websites of the Target Company (www.c-quadrat.com) and the
Austrian takeover commission (www.takeover.at).
Disclaimer:
This announcement is for information purposes only and neither
constitutes an invitation to sell, nor an offer to purchase,
C-Quadrat shares. The final terms and further provisions regarding
the anticipated mandatory takeover offer will be disclosed in the
offer document once it will have been approved by the Austrian
Takeover Commission (Übernahmekommission). Investors and holders of
C-Quadrat securities are strongly rec-ommended to read the offer
document and all announcements in connection with the public takeover
offer as they contain or will contain important information.
The offer will be made exclusively under the laws of Austria,
especially under the Austri-an Takeover Act. The offer will not be
executed according to the provisions of jurisdic-tions other than
those of Austria. Thus, no other announcements, registrations,
admis-sions or approvals of the offer outside of Austria have been
filed, arranged for or granted. Holders of C-Quadrat shares cannot
rely on having recourse to provisions for the protection of investors
in any jurisdiction other than such provisions of Austria.
To the extent permissible under applicable law or regulation, and in
accordance with Austrian market practice, the Bidder may purchase, or
conclude agreements to purchase, C-Quadrat shares, directly or
indirectly, outside of the scope of the public takeover offer,
before, during or after the acceptance or any additional acceptance
period. These purchases may be completed via the stock exchange at
market prices or outside the stock exchange at negotiated conditions.
Any information on such purchases will be immediately disclosed as
required by law or regulation in Austria.
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