EANS-Adhoc: C-QUADRAT Investment AG
Cubic (London) Limited announces
anticipated mandatory offer for all outstanding shares in C-QUADRAT Investment
AG (ISIN: AT0000613005)
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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Mergers - Acquisitions - Takeovers
15.01.2016
Vienna/Frankfurt, 15.01.2016: Today, C-QUADRAT Investment AG (ISIN:
AT0000613005) announces that it has been informed of the following facts:
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. Austrian 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 with whom 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
requirements, however, given the complexity of regulatory approval procedures in
several jurisdictions 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).
The Bidder expressly points out that its 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 recommended to read the offer document and all announcements in
connection with the public takeover offer as they contain or will contain
important in-formation.
The Bidder expressly points out that the offer will be made exclusively under
the laws of Austria, especially under the Austrian Takeover Act. The offer will
not be executed according to the provisions of jurisdictions other than those of
Austria. Thus, no other announcements, registrations, admissions 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.
Finally, the Bidder expressly points out that 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.
Further inquiry note:
Mag. Andreas Wimmer
Vorstand
C-QUADRAT Investment AG
Schottenfeldgasse 20
A-1070 Wien
Tel.: +43 1 515 66 316
Mail: a.wimmer@investmentfonds.at
www.c-quadrat.com
end of announcement euro adhoc
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issuer: C-QUADRAT Investment AG
Schottenfeldgasse 20
A-1070 Wien
phone: +43 1 515 66-0
FAX: +43 1 515 66-159
mail: c-quadrat@investmentfonds.at
WWW: www.c-quadrat.com
sector: Financial & Business Services
ISIN: AT0000613005
indexes: Standard Market Auction
stockmarkets: official market: Frankfurt, Wien
language: English
Original content of: C-QUADRAT Investment AG, transmitted by news aktuell