Informatica Deutschland AG
Takeover Offer; <DE0005429906>
Target company: Heiler Software AG; Bidder: Informatica Deutschland AG
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of
EquityStory AG.
The bidder is solely responsible for the content of this announcement.
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Publication of the decision to launch a Takeover Bid in accordance with
Section 10, para. 1 and para. 3 in connection with Sections 1 para. 1, 29
para. 1 and 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
Informatica Deutschland AG
Lyoner Strasse 15
60528 Frankfurt am Main
Germany
Registered with the commercial register maintained at the local court
(Amtsgericht) of Frankfurt am Main under HRB 93858.
Target Company:
Heiler Software AG
Mittlerer Pfad 5
70499 Stuttgart
Germany
Registered with the commercial register maintained at the local court
(Amtsgericht) of Stuttgart under HRB 20399.
Ordinary share: (ISIN) DE0005429906.
The shares of the target company are admitted to trading on the regulated
market (regulierter Markt) on the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) (General Standard). They are also traded on the
over-the-counter markets of the stock exchanges in Berlin-Bremen,
Düsseldorf, Hamburg, Munich und Stuttgart as well as via the XETRA
electronic trading system.
The offer document and other information pertaining to the offer will be
made available on the Internet at www.informatica-offer.com.
On October 1, 2012, Informatica Deutschland AG decided to make a voluntary
public takeover offer to the shareholders of Heiler Software AG, Mittlerer
Pfad 5, 70499 Stuttgart, Germany for the acquisition of all ordinary bearer
shares in Heiler Software AG with no par value, each share representing a
proportionate amount of EUR 1.00 in the share capital, against payment of a
cash-consideration in the amount of
EUR 7.04 per share.
The offer will be made subject to the terms and conditions to be stated in
the offer document and will be subject to a minimum acceptance rate of
67.50% of the outstanding shares of Heiler Software AG (excluding treasury
shares) and certain further offer conditions.
Several key shareholders, on October 1, 2012, undertook to accept
Informatica Deutschland AG’s offer as regards their entire holding of
shares in Heiler Software AG; these represent approximately 71.6% of all
outstanding shares of Heiler Software AG (excluding treasury shares).
Informatica Deutschland AG is a 100% indirect subsidiary of Informatica
Corporation, Redwood City, California, United States of America.
Important Information: This announcement is neither an offer to purchase
nor a solicitation of an offer to sell shares in Heiler Software AG or any
other security. The offer document and the terms and conditions contained
therein will have sole relevance in respect of the takeover offer.
Investors and holders of shares in Heiler Software AG are advised to read
the relevant documents regarding the tender offer to be published by
Informatica Deutschland AG because they will contain important information.
Investors and holders of shares in Heiler Software AG will be able to
receive the offer document as well as other documents in connection with
the takeover offer from the website www.informatica-offer.com once these
become available. This announcement contains forward-looking statements,
including those relating to the takeover offer. These statements are based
on the current expectations of the management of Informatica Deutschland AG
and Informatica Corporation and are inherently subject to risks,
uncertainties and changes in circumstances. These expectations or any
forward-looking statements could prove to be incorrect, and actual results
could differ materially from those projected or assumed in the
forward-looking statements. The potential risks, uncertainties and changes
in circumstances that could cause actual results to differ include, among
others, risks related to the completion of the takeover offer. Informatica
Deutschland AG and Informatica Corporation do not undertake any obligation
to update the forward-looking statements to reflect actual results, or any
change in events, conditions, assumptions or other factors.
Frankfurt am Main, October 1, 2012
Informatica Deutschland AG
The management board
End of WpÜG announcement
01.10.2012DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in
Berlin, Düsseldorf, Hamburg, München, Stuttgart
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