LSREF4 ARIA Beteiligungs GmbH & Co. KG
LSREF4 ARIA Beteiligungs GmbH & Co. KG: Lone Star affiliate intends to acquire Controlling Stake in ISARIA Wohnbau AG
DGAP-News: LSREF4 ARIA Beteiligungs GmbH & Co. KG / Key word(s): Offer/Takeover P R E S S R E L E A S E NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Lone Star affiliate intends to acquire Controlling Stake in ISARIA Wohnbau AG by way of a public Tender Offer – All cash offer of EUR 4.50 for each share tendered into the tender offer – Management board of ISARIA Wohnbau AG will recommend its shareholders to accept the offer – Lone Star affiliate concluded additional bilateral agreements with ISARIA shareholders today aiming to secure acquisition of controlling stake in ISARIA Wohnbau AG – Lone Star affiliate committed to backstop a potential capital increase of up to 50% (by way of rights offering) by ISARIA Wohnbau AG – Lone Star affiliate currently intends to delist the shares of ISARIA Wohnbau AG from the regulated market of the Frankfurt Stock Exchange in due course Frankfurt am Main/Munich, June 17, 2016. LSREF4 ARIA Beteiligungs GmbH & Co. KG (hereinafter the “Bidder“), an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. and Lone Star Real Estate Fund IV (Bermuda), L.P., decided today to make a voluntary public takeover offer to the shareholders of ISARIA Wohnbau AG (hereinafter “ISARIA” or the “Company“) in order to acquire a controlling stake in the Company. In exchange for each ISARIA share tendered the Bidder will pay EUR 4.50 in cash as consideration, subject to the final terms set forth in the offer document relating to this transaction. The management board of ISARIA will support the takeover offer and, subject to review of the offer document, recommend its shareholders to accept the offer. Today, the Bidder concluded several bilateral agreements related to the public takeover offer aiming to ensure the acquisition of over 50% of the voting rights in the Company in various steps. The following contractual arrangements therefore form a part of the transaction: – The Bidder has agreed with certain shareholders of the Company to acquire, subject to certain conditions, approximately 20% of the shares of the current share capital of the Company. – The Bidder has entered into irrevocable tender commitments in relation to approximately 12 million additional shares of the Company, representing approx. 50% of the Company’s share capital, subject to certain conditions. – Furthermore, in case the Company should decide to conduct a rights offering in the size of up to 50% of its existing share capital, the Bidder has agreed to purchase, and Isaria has agreed to sell to the Bidder, any new shares for which the subscription rights will not be exercised, subject to certain conditions. – Finally, the Bidder has entered into a non-tender commitment agreement with respect to approximately 5.2% of the shares of the Company on a diluted basis. The Bidder currently intends, in agreement with the Company, to delist the Company’s shares from the regulated market of the Frankfurt Stock Exchange in due course. The takeover offer is expected to be concluded until the fourth quarter of 2016. About Lone Star: Lone Star Funds (“Lone Star“) is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized sixteen private equity funds (the “Funds“) with aggregate capital commitments totaling over $65 billion. The Funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, fund of funds and high net worth individuals. The Funds are advised by Lone Star Global Acquisitions, Ltd. (“LSGA“), an investment adviser registered with the U.S. Securities and Exchange Commission. LSGA and its global subsidiaries advise the Funds from offices in North America, Western Europe and East Asia. Important notice This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, ISARIA Wohnbau AG securities. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once it will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungen). Investors and holders of ISARIA Wohnbau AG securities 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 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)). The offer will not be executed according to the provisions of jurisdictions other than those of Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Federal Republic of Germany have been filed, arranged for or granted. Holders of ISARIA Wohnbau AG securities cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Federal Republic of Germany. To the extent permissible under applicable law or regulation, and in accordance with German market practice, LSREF4 ARIA Beteiligungs GmbH & Co. KG or its brokers may purchase, or conclude agreements to purchase, ISARIA Wohnbau AG securities, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for ISARIA Wohnbau AG securities. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Federal Republic of Germany or any other relevant jurisdiction. 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 LSREF4 ARIA Beteiligungs GmbH & Co. KG and the persons acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG. Such forward-looking statements are based on current plans, estimates and forecasts, which LSREF4 ARIA Beteiligungs GmbH & Co. KG and the persons acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG 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 LSREF4 ARIA Beteiligungs GmbH & Co. KG or the persons acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.
2016-06-17 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |