LSREF4 ARIA Beteiligungs GmbH & Co. KG
LSREF4 ARIA Beteiligungs GmbH & Co. KG: Lone Star affiliate publishes public takeover offer and compensation offer for ISARIA Wohnbau AG shares
DGAP-News: LSREF4 ARIA Beteiligungs GmbH & Co. KG / Key word(s): Offer P R E S S R E L E A S E NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Lone Star affiliate publishes public takeover offer and compensation offer for ISARIA Wohnbau AG shares – ISARIA shareholders can tender their shares from today until August 25, 2016 (24:00 hours CET) – Offer of EUR 4.50 in cash per ISARIA share – Offer consideration constitutes a premium of approximately 26% and approximately 23% when compared to the weighted average price over the last three months and the last six months, respectively, and a premium of approximately 22% when compared to ISARIA’s closing price on June 16, 2016, the last trading day before the publication of the decision to launch the Offer – Lone Star affiliate, in agreement with ISARIA, will initiate the delisting of all ISARIA shares from the regulated market of the Frankfurt Stock Exchange at the end of the offer period Frankfurt am Main, July 28, 2016. Today, LSREF4 ARIA Beteiligungs GmbH & Co. KG (hereinafter the “Bidder“), an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. and Lone Star Real Estate Fund IV (Bermuda), L.P., published the offer document for its voluntary public takeover offer and compensation offer (together the “Offer“) to the shareholders of ISARIA Wohnbau AG (hereinafter “ISARIA“) in order to acquire a controlling stake in ISARIA. In exchange for each ISARIA share tendered the Bidder will pay EUR 4.50 in cash as consideration. Effective immediately, ISARIA shareholders can tender their shares by issuing a written declaration to their respective custodian bank. The acceptance period will end at midnight (CET) on August 25, 2016. ISARIA shareholders who have not accepted the Offer during the acceptance period can still accept the Offer within the two week additional acceptance period after the Bidder has published the results of the Offer. The management board of ISARIA will support the Offer and, subject to review of the offer document, recommend its shareholders to accept the Offer. In case ISARIA decides to conduct a rights offering in the size of up to 50% of its existing share capital, the Bidder, as agreed with ISARIA, continues to be committed to purchase any new shares for which the subscription rights will not be exercised, subject to certain conditions. The Bidder intends, in agreement with ISARIA, to initiate the delisting of all ISARIA shares from trading on the regulated market of the Frankfurt Stock Exchange at the end of the acceptance period. Therefore, the offer document was prepared on the basis of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and related regulation as well as the German Stock Exchange Act (Börsengesetz) and approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Effective immediately, the offer document is available for download on the internet at http://www.lsref4aria.de. Furthermore, copies of the offer document are available free of charge from Baader Bank Aktiengesellschaft, Weihenstephaner Strasse 4, 85716 Unterschleissheim, Germany (inquiries by fax to +49 89 5150 291400 or by e-mail to documentation@baaderbank.de), acting as exchange agent (Abwicklungsstelle). About Lone Star: Lone Star Funds (“Lone Star“) is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized sixteen private equity funds (the “Funds“) with aggregate capital commitments totaling over $65 billion. The Funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, fund of funds and high net worth individuals. The Funds are advised by Lone Star Global Acquisitions, Ltd. (“LSGA“), an investment adviser registered with the U.S. Securities and Exchange Commission. LSGA and its global subsidiaries advise the Funds from offices in North America, Western Europe and East Asia. Important notice This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, ISARIA Wohnbau AG securities. The final terms and further provisions regarding the Offer are disclosed in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungen). Investors and holders of ISARIA Wohnbau AG securities are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information. The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and German Stock Exchange Act (Börsengesetz). The Offer will not be executed according to the provisions of jurisdictions other than those of Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the Offer outside of Federal Republic of Germany have been filed, arranged for or granted. Holders of ISARIA Wohnbau AG securities cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Federal Republic of Germany. To the extent permissible under applicable law or regulation, and in accordance with German market practice, LSREF4 ARIA Beteiligungs GmbH & Co. KG or its brokers may purchase, or conclude agreements to purchase, ISARIA Wohnbau AG securities, directly or indirectly, outside of the scope of the Offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for ISARIA Wohnbau AG securities. 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 disclosed as required by law or regulation in Federal Republic of Germany or any other relevant jurisdiction. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of LSREF4 ARIA Beteiligungs GmbH & Co. KG and the persons acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG. Such forward-looking statements are based on current plans, estimates and forecasts, which LSREF4 ARIA Beteiligungs GmbH & Co. KG and the persons acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by LSREF4 ARIA Beteiligungs GmbH & Co. KG or the persons acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.
2016-07-28 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |