EANS-Adhoc: C-QUADRAT Investment AG
C-QUADRAT signs Purchase agreement for the
acquisition of the British asset management company BCM
05.09.2012 – 20:24
-------------------------------------------------------------------------------- update to an 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. -------------------------------------------------------------------------------- 05.09.2012 Vienna / Frankfurt, 05.09.2012. In an Ad-hoc Announcement issued on 2.07.2012 via euro adhoc C-QUADRAT Investment AG (ISIN AT0000613005) gave notice of the possible acquisition of BCM Group, a UK Fund Management Company, the strategic considerations and basic points of the planned transaction (purchase price, intended use of its treasury shares, purchase price adjustment mechanism). Today the share purchase agreement regarding the contemplated transaction has been entered with Laakman Holding Ltd. The purchase price amounts to approximately EUR 13,400,000 and is subject to an amendment in 3 ¼ years that may result in an increase or decrease in the purchase price of up to 30 % depending on the operating results. According to the share purchase agreement inter alia C-QUADRAT's treasury shares will be used as acquisition currency. The share of used treasury shares amounts to 3 % of C-QUADRAT's share capital and therefore equals approximately 30% of the agreed purchase price. In the event of breach of contractual warranties and / or indemnifications caused by the sellers, the sellers may under certain circumstances be entitled to fulfill their obligations through a (re-)transfer of the shares in C-QUADRAT to C-QUADRAT, also exceeding the number of treasury shares initially received from C-QUADRAT, or the transfer of the proceeds from the sale of such shares. Among others the acquisition is subject to the approval by the UK Financial Services Authority (FSA), London. Furthermore, the consummation of the transaction is conditional upon the supervisory board approval of the utilization of the treasury shares under exclusion of the subscription right. The respective report of the management board regarding the intended sale of treasury shares including the exclusion of the subscription right pursuant to § 171 (1) Austrian Stock Corporation Act (Aktiengesetz) will be published on C-QUADRAT's website within the next days. The required approval of the supervisory board may be given two weeks after the report's publication at the earliest. The parties aim at completing the transaction during Q4 2012. original announcement: -------------------------------------------------------------------------------- keywords Mergers - Acquisitions - Takeovers EANS-Adhoc: C-QUADRAT Investment AG / C-QUADRAT intends to acquire UK Fund Management Company 02.07.2012 Vienna / Frankfurt, 02.07.2012. C-QUADRAT Investment AG (ISIN AT0000613005) announces that a term sheet was signed on the possible acquisition of 100% of the shares in BCM (Luxembourg) SA and thus on the direct or indirect acquisition of 100% of the shares in the UK Fund Management Company BCM & Partners LLP ("BCM-Group"). BCM-Group is a London domiciled independent Asset Manager with focus on Credit Funds (Convertible Funds, High Yield Funds), Multi Asset Class Funds und Fund of Funds. Currently BCM-Group manages assets of approximately EUR 800 million. The purchase price, which is subject to negotiations, would be an amount corresponding to approximately 10% of the market capitalization of C-QUADRAT. It is further intended to agree on a price-adjustment-clause, which could become effective after 3 ¾ years and could lead to an increase or a reduction of up to 30%. C-QUADRAT plans to finance the intended takeover with equity, partially with treasury shares, as well as with debt. With this intended acquisition C-QUADRAT aims at the continuation of its strategy of continuous growth in Asset Management as its core business and the increase of diversification of its current product range. Subject to completion of due diligence to the satisfaction of C-QUADRAT and successful negotiation of the transaction documentation, the parties aim at a signing of the transaction still in July 2012. The possible transaction requires board approvals by the contracting parties and post-signing the fulfillment of conditions precedent including approvals by the UK Financial Services Authority (FSA), London. In today's extraordinary board meeting C-QUADRAT's supervisory board has basically agreed on the possible acquisition. According to § 171 (1) Austrian Stock Corporation Act (Aktiengesetz) C-QUADRAT's management board has to publish a report regarding the intended sale of treasury shares including the exclusion of the subscription right two weeks prior to the necessary approval through resolution of the supervisory board. Subject to signing still in July, the parties aim at completing the transaction during Q3 2012. Further inquiry note: StB Mag. Roland Starha Member of the Board C-QUADRAT Investment AG Stubenring 2 A-1010 Vienna Tel.: +43 1 515 66 317 Mail: ir@c-quadrat.com www.c-quadrat.com end of original announcement euro adhoc -------------------------------------------------------------------------------- sector publicity of original announcement: 2012-07-02 17:33:32 - Bloomberg- sent 2012-07-02 17:33:32 - Bloomberg- sent Further inquiry note: StB Mag. Roland Starha Member of the Board C-QUADRAT Investment AG Stubenring 2 A-1010 Vienna Tel.: +43 1 515 66 317 Mail: ir@c-quadrat.com www.c-quadrat.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: C-QUADRAT Investment AG Stubenring 2 A-1010 Wien phone: +43 1 515 66-0 FAX: +43 1 515 66-159 mail: c-quadrat@investmentfonds.at WWW: www.c-quadrat.at sector: Financial & Business Services ISIN: AT0000613005 indexes: Standard Market Auction stockmarkets: official market: Frankfurt, Wien language: English
Original-Content von: C-QUADRAT Investment AG, übermittelt durch news aktuell