SKion GmbH
Tender Offer; <DE0007600801>
Target company: ALTANA AG; Bidder: SKion GmbH
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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Bidder: SKion GmbH
Target company: ALTANA Aktiengesellschaft
Publication of the decision to issue a public offer to the shareholders of
ALTANA Aktiengesellschaft pursuant to Section 10 Para. 1 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG)
Bidder: SKion GmbH, Seedammweg 55, 61352 Bad Homburg v. d. Höhe, Germany;
registered in the commercial register of the Local Court of Bad Homburg v.
d. Höhe under HRB 7569.
Target company: ALTANA Aktiengesellschaft, Abelstraße 43, 46483 Wesel,
Germany; registered in the commercial register of the Local Court of
Duisburg under HRB 19496; ISIN: DE0007600801 (security identification
number: 760080).
Stock exchanges (shares): Regulated market of the Frankfurter
Wertpapierbörse (Prime Standard) and regulated market of the stock
exchanges Berlin and Düsseldorf.
The offer document and further documents relating to the offer will, inter
alia, be published at: http://www.skion.de.
SKion GmbH has decided on October 21, 2009 to offer to the shareholders of
ALTANA Aktiengesellschaft, Wesel, by means of a voluntary public offer, to
acquire their non-par value bearer ordinary shares of ALTANA
Aktiengesellschaft with a notional proportionate amount of EUR 1.00 in the
registered share capital per share.
SKion GmbH intends to offer to the shareholders a purchase price of
EUR 14.00 per non-par value share of ALTANA Aktiengesellschaft.
SKion GmbH intends to achieve an exclusion of the minority shareholders of
ALTANA Aktiengesellschaft by means of a squeeze-out in accordance with
sections 327a et seq. German Stock Corporation Act (Aktiengesetz, AktG) if
it comes to hold at least 95% of the company’s share capital after
completion of the offer. In this context an equal treatment of shareholders
who accept the offer with shareholders who are excluded in the course of a
later squeeze-out is intended. SKion GmbH therefore plans under certain
circumstances to be described in the offer document (in particular certain
deadlines for the resolution on the squeeze-out and its registration) to
offer in case of a squeeze-out a voluntary improvement (adjustment to
statutory cash compensation pursuant to § 327b AktG including a dividend
compensation) to shareholders of ALTANA Aktiengesellschaft who have
transferred their shares upon acceptance of the offer. This improvement
will not apply to purchases by SKion GmbH via the stock exchange.
The offer will be subject to the terms and conditions to be set out in the
offer document. The offer document is expected to be published in the first
half of November 2009. SKion GmbH reserves the right to amend the terms and
conditions of the offer to the extent legally permissible.
100% of the shares of SKion GmbH are owned by Mrs. Susanne Klatten.
Bad Homburg v. d. Höhe, October 21, 2009
SKion GmbH
The Management Board
The following should be noted:
This publication does not constitute an invitation to make an offer for the
sale of shares of ALTANA Aktiengesellschaft. The voluntary public offer of
SKion GmbH will only be made by means of publication of the offer document
at a later stage in accordance with the provisions of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz,
‘WpÜG’) and will be governed exclusively by the provisions contained in the
offer document.
Publication, sending, distributing or disseminating this notice or other
documents relating to the offer may be subject to the applicability of
rules of jurisdictions other than of the Federal Republic of Germany. In
some jurisdictions the distribution of these documents may be restricted by
law. Therefore, this notice and other documents relating to the offer are
not intended to be published, sent, distributed or disseminated in
jurisdictions other than of the Federal Republic of Germany (and may in
particular not be published, sent, distributed or disseminated to, or
within, the USA, Canada, Australia or Japan), and the Bidder does not
authorise the publication, sending, distributing or disseminating of such
documents by third parties pursuant to rules of jurisdictions other than of
the Federal Republic of Germany. Disseminating required in accordance with
the WpÜG remains unaffected hereby. The Bidder assumes no responsibility
that it is lawful, outside the Federal Republic of Germany, pursuant to
applicable laws of jurisdictions other than of the Federal Republic of
Germany, to publish, send, distribute or disseminate this notice.
End of WpÜG announcement(c)DGAP 22.10.2009
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Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard)
sowie Freiverkehr in Hamburg, Hannover, München, Stuttgart
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