BHW-Holding AG
BHW Holding AG:Deutsche Postbank AG announces majority takeover
Ad hoc announcement §15 WpHG
Mergers & Aquisitions
BHW Holding AG:Deutsche Postbank AG announces majority takeover
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Deutsche Postbank AG announces majority takeover of the BHW Group
Takeover bid to be made to minority shareholders of BHW Holding AG – BHW
disposes of its stake in AHBR
Today, Tuesday, Deutsche Postbank AG (Postbank) has announced its intention to
acquire a majority stake in BHW Holding AG. Postbank has concluded the
corresponding agreements with BGAG (Beteiligungsgesellschaft der
Gewerkschaften AG) and BWB (Deutscher Beamtenwirtschaftsbund) which together
hold a total of 76.4 per cent of the Hamelin-based BHW Group. Including the
9.2 per cent shareholding acquired from the ERGO Group in March 2005 and the
7.8 per cent of the shares held by BHW itself, Postbank would ultimately own
more than 90 per cent of the BHW shares after completion of the acquisition of
the stakes. It plans to close the transaction by early 2006.
In addition Postbank has announced its intention to submit an offer to the
outstanding minority shareholders in BHW “at a realistic price in accordance
with the legal requirements”. The timing of this offer is still open.
Once a public offer has been made to the minority shareholders in BHW Holding
AG, the Board of BHW will publish a reasoned statement in conjunction with §27
of the WpÜG (takeover law) on the adequacy of this offer.
According to Postbank, the purchase contracts with the current major
shareholders are subject to the precondition that BHW Holding AG is relieved
of all risks and guarantees in connection with its 49.9 per cent stake in AHBR
(Allgemeine HypothekenBank Rheinboden AG). To secure this, it has been agreed
with BaFin (the Federal Financial Supervisory Authority) that a trustee
company from within BGAG’s sphere of influence will acquire without delay all
the shares in AHBR belonging to BHW Holding AG at book value. The sale
process, which is already under way, is to be continued under the ownership of
this special-purpose entity with the cooperation of the deposit insurance
fund of the Federal Association of German Banks. Agreements have also been
reached between the parties involved to release BHW Holding AG from all
current and future obligations towards AHBR in conjunction with the planned
takeover by Postbank.
In the preparation of its quarterly results as at 30th September, 2005 BHW has
already written off the book value of its holding in AHBR in full. The
company continues to expect to report break-even earnings at group level for
the 2005 financial year through the release of reserves. Publication of the
results for the third quarter of 2005 is planned for 15th November.
Contact:
Georg Jakobs T: +49 (0)5151 18 4600 F: + 49 (0) 5151 18 5527
BHW Holding AG
Lubahnstraße 2
31789 Hameln
Deutschland
ISIN: DE0005223903 (SDAX)
WKN: 522390
Listed: Amtlicher Markt in Frankfurt (Prime Standard) und Hannover;
Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, München und Stuttgart
End of ad hoc announcement (c)DGAP 25.10.2005
251458 Okt 05
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