EANS-Adhoc: Amendment of a previously released ad-hoc announcement
C-QUADRAT
Investment AG
Cubic (London) Limited: Anticipated Mandatory Offer for all
outstanding shares in C-QUADRAT Investment AG (ISIN: AT0000613005): Fulfillment
of condition preced
22.06.2016 – 22:13
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- Mergers - Acquisitions - Takeovers 22.06.2016 Vienna/Frankfurt, 22.06.2016: Today, Cubic (London) Limited ("Cubic" or "Bidder") which is owned in equal parts by San Gabriel Privatstiftung and T.R. Privatstiftung informed C-QUADRAT Investment AG as follows: On 05.04.2016 Cubic launched an anticipated mandatory take-over offer pursuant to Sec 22 et seq ÜbG to acquire shares of C-QUADRAT Investment AG ("MTO"). The MTO was subject to the regulatory approval of Transaction I (closing of Talanx Share Purchase Agreement and the MTO) by competent regulatory authorities. On 22.06.2016 the Austrian Financial Market Authority informed the Bidder that Transaction I (closing of Talanx Share Purchase Agreement and the MTO) was approved. In addition, by that date all other competent regulatory authorities had confirmed approval of the consummation of the MTO. Thus the condition precedent pursuant to section 5 of the MTO memorandum is herewith fulfilled. The MTO is no longer subject to any condition precedent. It can be expected that on 28 June 2016 the offer price corresponding to EUR 60,00 per share will be paid by UniCredit Bank Austria as receiving and payment Agent - simultaneously (Zug um Zug) against the transfer of shares - to those shareholders who tendered their shares and thus accepted the offer under the MTO within the acceptance period, ie by 14 June 2016. original announcement: -------------------------------------------------------------------------------- EANS-Adhoc: Amendment of a previously released ad-hoc announcement / C-QUADRAT Investment AG / Cubic (London) Limited announces increase of the offer price under the anticipated mandatory takeover offer for all outstanding shares in C-QUADRAT Investment AG and start of a squeeze out procedure (ISIN: AT0000613005) Mergers - Acquisitions - Takeovers 11.03.2016 Vienna/Frankfurt, 11.03.2016: C-QUADRAT Investment AG (ISIN: AT0000613005) announces that it has been informed of the following facts: On 15.01.2016 Cubic (London) Limited ("Cubic") which is owned in equal parts by San Gabriel Privatstiftung and T.R. Privatstiftung announced (i) that it had entered into a conditional share purchase agreement 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 and (ii) its intention to launch an anticipated mandatory takeover offer pursuant to Sec 22 et seq ÜbG ("MTO") with an offer price expected to be EUR 42.86 per share. The share purchase agreement is subject to the regulatory approvals by competent authorities. On 10.03.2016 Cubic entered into additional share purchase agreements with Laakman Holding Ltd, Hallmann Holding International Investment GmbH, Q-CAP Holdings Ltd, San Gabriel Privatstiftung and T.R. Privatstiftung regarding a total of 2,856,344 non-par value bearer shares of C-QUADRAT (65.46%). Further, San Gabriel Privatstiftung, T.R. Privatstiftung, Hallmann Holding International Investment GmbH, Q-CAP Holdings Ltd and the beneficiaries of Laakman Holding Ltd entered into a shareholders' agreement with respect to Cubic. All agreements are subject to the regulatory approvals by competent authorities. With effectiveness of these agreements Cubic together with the parties acting in concert will hold more than 90% in the Target Company. As already announced on 15.01.2016 Cubic and its parties acting in concert intend to fulfill this obligation by way of launching a MTO to acquire all C- QUADRAT shares that are not held by Cubic and parties acting in concert. This MTO will refer to 411,694 C-QUADRAT shares, corresponding to approximately 9.44% of the Target Company's issued share capital. The offer price will be increased from EUR 42.86 to EUR 60.00. The MTO will be subject to the regulatory approvals by competent authorities. Further, Cubic and parties acting in concert intend to implement a squeeze out procedure subsequent to the MTO. The publication of the offer document in accordance with statutory requirements can be expected in April 2016 after clearance by the Austrian Takeover Commission. 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 recommended 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 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. 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. Previously released announcement euro adhoc -------------------------------------------------------------------------------- EANS-Adhoc: C-QUADRAT Investment AG / Cubic (London) Limited announces anticipated mandatory offer for all outstanding shares in C-QUADRAT Investment AG (ISIN: AT0000613005) 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 previously released announcement: -------------------------------------------------------------------------------- stock market listing: official market: Frankfurt, Wien system time: 15.01.2016 20:32:21 time of disclosure: 15.01.2016 20:26:18 Further inquiry note: Mag. Andreas Wimmer 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 original announcement euro adhoc -------------------------------------------------------------------------------- sector publicity of original announcement: 2016-03-11 02:06:44 - Bloomberg- sent 2016-03-11 02:06:44 - Bloomberg- sent Further inquiry note: Mag. Andreas Wimmer Schottenfeldgasse 20 A-1070 Wien Tel.: +43 1 515 66 316 E-Mail: a.wimmer@investmentfonds.at www.c-quadrat.com end of announcement euro adhoc -------------------------------------------------------------------------------- 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
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