Warwick Holding GmbH (wpueg)
Warwick Holding GmbH: MORGAN STANLEY INFRASTRUCTURE PARTNERS TO INCREASE STAKE IN VTG AG AND TO LAUNCH PUBLIC TENDER OFFER
DGAP-News: Warwick Holding GmbH / Key word(s): Offer
MORGAN STANLEY INFRASTRUCTURE PARTNERS TO INCREASE STAKE IN VTG AG AND TO LAUNCH PUBLIC TENDER OFFER
London / Hamburg, July 16, 2018 – Warwick Holding GmbH, an indirect wholly-owned subsidiary of funds advised by Morgan Stanley Infrastructure Inc., today announced its decision to launch a voluntary public tender offer for all outstanding shares of VTG Aktiengesellschaft (the “Company” or “VTG AG”) (ISIN DE000VTG9999). This decision was taken in connection with the opportunity to acquire a stake of approximately 20 percent of VTG AG shares currently held by Kühne Holding AG, who has signed an irrevocable undertaking to tender its shares into the voluntary tender offer by Warwick Holding GmbH. Thereby, Warwick Holding GmbH has secured a stake of 49 percent in VTG AG. As Warwick Holding GmbH will consummate the acquisition of the Kühne Holding AG stake in the course of a voluntary tender offer, Warwick Holding GmbH is not obligated to submit a mandatory tender offer. VTG AG’s shareholders will receive EUR 53.00 per share in cash. This corresponds to the offer price that has been agreed with Kühne Holding AG. The public tender offer will be made in accordance with the terms and conditions set forth in the offer document, in particular customary conditions to closing, including, inter alia, required antitrust clearances. Furthermore, it must have been confirmed during the acceptance period that neither VTG AG nor any of its subsidiaries is engaged in business, directly or indirectly, with persons or entities that appear on sanction lists of the U.S. Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. Moreover, the acquisition of CIT Rail Holdings (Europe) SAS, Paris, France by VTG AG or a subsidiary of the Company (the “NACCO Acquisition”) has to be consummated. The public tender offer will not be subject to a minimum acceptance threshold. To the extent legally permissible, Warwick Holding GmbH reserves the right to deviate in the final terms of the offer document from the information described herein. The planned tender offer will provide all VTG AG shareholders with a unique opportunity to sell their relatively illiquid shares in the Company. Morgan Stanley Infrastructure Partners is an experienced infrastructure investor with a long-term investment horizon. After Warwick Holding GmbH had acquired a 29 percent stake in October 2016, Morgan Stanley Infrastructure Partners has been actively supporting VTG AG’s growth initiatives. “We are impressed by the success story of VTG AG and we firmly believe in the further potential of the Company. We have friendly intentions and believe that with our global expertise in infrastructure, we are an excellent partner to support the future growth of VTG AG through constructive collaboration with all stakeholders. By taking over the 20 percent stake from Kühne Holding AG, we are also safeguarding stability in the shareholder structure”, said Dr. Markus Hottenrott Chief Investment Officer of Morgan Stanley Infrastructure Partners. Moreover, Morgan Stanley Infrastructure Partners seeks to engage in a constructive dialogue with VTG AG’s employees and works councils, and to support the Company in maintaining and developing an attractive framework to retain an excellent employee base as an essential prerequisite for VTG AG’s further development. Further, Morgan Stanley Infrastructure Partners does not intend to push down debt to VTG AG or to change the leverage profile of the Company. The financing of the contemplated tender offer has been secured and does not rely on reaching a domination or profit transfer agreement. Morgan Stanley Infrastructure Partners is supported by J.P. Morgan as financial advisor and by Sullivan & Cromwell LLP as legal advisor. The offer document, the publication of which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin), will be published at a later date in accordance with applicable law and will further be made available at: http://warwickholding-angebot.de. This website will be accessible starting today.
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 will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, Warwick Holding GmbH (subsequently the “Bidder”) reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. 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 soon as they are published, since 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 – 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 or the United States of America (to the extent applicable). 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. 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.
16.07.2018 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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