Warwick Holding GmbH (wpueg)
START OF ACCEPTANCE PERIOD FOR PUBLIC TENDER OFFER BY WARWICK HOLDING GMBH FOR SHARES OF VTG AG
DGAP-News: Warwick Holding GmbH / Key word(s): Offer Morgan Stanley START OF ACCEPTANCE PERIOD FOR PUBLIC TENDER OFFER BY WARWICK HOLDING GMBH FOR SHARES OF VTG AG – Acceptance period from August 24 until November 2, 2018 – Offer price of EUR 53.00 per share – No minimum acceptance threshold Frankfurt am Main / Hamburg, August 24, 2018 – Warwick Holding GmbH (the “Bidder”), a holding company of the Morgan Stanley Infrastructure Partners investment platform, today published the offer document for its voluntary public tender offer for all outstanding shares of VTG Aktiengesellschaft (the “Company” or “VTG AG”) (ISIN DE000VTG9999) not already directly held by the Bidder. From today, VTG AG’s shareholders can tender their shares into the Bidder’s offer at a price of EUR 53.00 in cash per share. VTG shareholders who wish to accept the offer should consult their custodian bank or any other securities service company where their VTG shares are being held. The acceptance period will end on November 2, 2018 at 24:00 hours (CET) (subject to any extension in accordance with applicable law). The price of EUR 53.00 per share in cash corresponds to the price that has been agreed with Kühne Holding AG, who has signed an irrevocable undertaking to tender its shares (a stake of app. 20.41 percent) into the offer. Through the irrevocable undertaking signed with Kühne Holding AG, together with its own 29 percent stake, the Bidder has already contractually secured at least 49 percent of the share capital of VTG AG in case the tender offer is closed. The success of the offer will not be dependent on any particular shareholding level, and consequently the closing of the tender offer is not conditioned upon a minimum acceptance threshold. This equally applies to the financing of the transaction which is secured without the need to enter into a domination and/or profit transfer agreement. “Our offer reflects that we believe in VTG AG and the Company’s future prospects. We are satisfied that we have secured the stake of Kühne Holding AG, an experienced investor and – after us – the second largest shareholder in the Company”, said Dr. Markus Hottenrott, Chief Investment Officer of Morgan Stanley Infrastructure Partners. The closing of the tender offer is subject to the fulfilment of certain conditions which are set forth in more detail in the offer document. The publication of the offer document has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The offer document is available in German and in form of an English convenience translation at http://warwickholding-angebot.de. Copies of the German offer document and English convenience translations can furthermore be obtained free of charge through the settlement agent for the offer, BNP Paribas Securities Services S.C.A., Frankfurt Branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries by facsimile at +49 69 1520 5277 or by email at frankfurt.gct.operations@bnpparibas.com).
About Morgan Stanley Infrastructure Partners Morgan Stanley Infrastructure Partners is a leading global infrastructure investment platform with USD 5.0 billion of assets under management. It employs an established, disciplined process to invest and manage a diverse portfolio of infrastructure assets, predominantly in OECD countries. The team possesses considerable infrastructure investing and asset management experience, is one of the largest in the industry and is based in New York, London, Amsterdam, Melbourne, Hong Kong, and Mumbai. Important note This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of VTG Aktiengesellschaft (subsequently the “Company”). The final terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)). Investors and holders of securities of the Company 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 is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. Warwick Holding GmbH (subsequently the “Bidder”) reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay. 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 the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder 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 the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
24.08.2018 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
Language: | English |
Company: | Warwick Holding GmbH |
Thurn- und Taxis-Platz 6 | |
60313 Frankfurt | |
Germany |
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