AMS Acquisition B.V.
AMS Acquisition B.V.: Correction of the Offer Document
AMS Acquisition B.V. / Key word(s): Acquisition NON-BINDING ENGLISH TRANSLATION. IN CASE OF ANY DISCREPANCY BETWEEN THE ENGLISH TRANSLATION AND THE GERMAN VERSION THE GERMAN VERSION PREVAILS. Correction of the Offer Document regarding the voluntary public takeover offer of AMS Acquisition B.V. to the shareholders of Teleplan International N.V. to acquire their bearer ordinary shares with a nominal value of EUR 0.25 per share in Teleplan International N.V. against a cash payment of EUR 2.50 per share Preamble On 10 January 2011, AMS Acquisition B.V. with its registered seat in Utrecht, the Netherlands, and registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Midden Nederland under trade register number 51266369 ('Offeror'), published an offer document ('Offer Document') pursuant to Section 11 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – 'WpÜG') for its voluntary public takeover offer ('Offer') to the shareholders of Teleplan International N.V. with its registered seat in Amsterdam, the Netherlands, and registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) of Amsterdam under trade register number 10044356 ('Teleplan' or the 'Company', and together with its subsidiaries, the 'Teleplan Group') for the acquisition of all shares in Teleplan (WKN 916980/ISIN NL0000229458) which are not already held by the Offeror against payment of a cash consideration of EUR 2.50 per Teleplan Share. The Offeror has published the Offer Document (in German and a non-binding English translation thereof, which has neither been reviewed nor approved by BaFin) in accordance with Sections 34, 14 para. 2 and para. 3 WpÜG on 10 January 2011 by (a) announcement on the internet at http://www.ams-acqusition.nl and (b) making copies of it available (in German and in the form of a non-binding English translation) for distribution free of charge at Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany, fax +49 (0)69 910-38794, e-mail address dct.tender-offers@db.com. The notification regarding (i) the internet address where this Offer Document is published and (ii) the availability of copies of the Offer Document at Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany, fax +49 (0)69 910-38794, e-mail address dct.tender-offers@db.com was published on 10 January 2011 in the electronic German Federal Gazette (elektronischer Bundesanzeiger). Correction of the EBITDA of Teleplan Group stated under Section 7.3 of the Offer Document Under Section 7.3, third paragraph of the Offer Document it is, accidentally, stated that Teleplan Group's consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) as per 30 September 2010 for the first nine month of its financial year 2010 amounts to approx. EUR 18.2 million. This statement is incorrect because such number corresponds to the operating income before interest and tax (EBIT) of Teleplan Group over this period. According to Teleplan's nine-months-report (Interim Report Third Quarter 2010) as of 30 September 2010, which has been published on 26 October 2010 and which is available via Teleplan's website http://www.teleplan.com/investors, Teleplan Group's consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) during the first nine months of the financial year 2010 amounted to EUR 21.5 million. Publication / No amendment of the Offer This correction is published on 18. January 2011 by (a) announcement on the internet at http://www.ams-acquisition.nl and (b) as so-called other corporate news (weitere Unternehmensmitteilung) via the website of Deutsche Gesellschaft für Ad-hoc-Publizität mbH (http://www.dgap.de). This correction is not an amendment within the meaning of Section 21 WpÜG. Important information: This announcement is neither an offer to purchase, nor a solicitation of an offer to sell, shares. Exclusively the provisions in the Offer Document are authoritative for the content and execution of the Offer. AMS Acquisition B.V. reserves the right to change terms and conditions of the offer to the extent permissible under applicable law. Shareholders of Teleplan International N.V. are strongly advised to read the offer document as well as all other documents in connection with the Offer, since these will contain important information. Utrecht, 18 January 2011 AMS Acquisition B.V. The Management End of Corporate News 18.01.2011 Dissemination of a Corporate News, transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP’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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