Vue Entertainment International Limited
Vue Entertainment starts Public Takeover Offer for CinemaxX AG
Vue Entertainment International Limited / Key word(s): Acquisition PRESS RELEASE Vue starts Public Takeover Offer for CinemaxX AG – Acceptance Period from August 6, 2012 until September 3, 2012 – Additional Acceptance Period presumably from September 7, 2012 until September 20, 2012 – Offer price of EUR 6.45 per share in cash represents a premium of 45 percent on the closing share price of CinemaxX AG on July 9, 2012 – Vue has already secured 91.3 percent of all CinemaxX shares through the agreement with Dr. Herbert Kloiber and share purchases on the market – Daily settlement option for shareholders tendering their shares – Offer unconditional – Clearance by the German Federal Cartel Office has already been obtained London / Hamburg, August 6, 2012. – Vue Beteiligungs AG (the 'Bidder'), a subsidiary of Vue Entertainment, a leading developer and operator of multiplex cinemas based in the UK, today published the offer document for its voluntary public takeover offer to the shareholders of CinemaxX AG. Shareholders of CinemaxX AG are now invited to accept the offer and tender their shares. The acceptance period commences on August 6, 2012 and expires on September 3, 2012 at 24 hrs local time Frankfurt, Germany. The additional acceptance period is expected to commence on September 7, 2012 and to expire on September 20, 2012 at 24 hrs local time Frankfurt, Germany. Shareholders tendering their shares into the offer will have the opportunity to choose a daily settlement option, which enables them to convert their shares into cash on a daily basis, subject to certain conditions set forth in the offer document, instead of having to wait for a settlement after the expiration of the acceptance period. Vue Beteiligungs AG has already secured approximately 91.3 percent of all CinemaxX shares. The Bidder has agreed to acquiring in the takeover offer the 22,806,450 shares held by Dr. Kloiber and Dr. Kloiber Vermögensverwaltungsgesellschaft mbH & Co. Beteiligungs KG, representing 84.59 percent of the share capital of CinemaxX AG. In addition, the Bidder has purchased 6.76 percent of the shares on the market at a price of EUR 6.45 per share or less. The offer price of EUR 6.45 per share in cash represents a premium of 45 percent on the closing share price of CinemaxX AG on July 9, 2012 and of 56 percent on the share's weighted average trading price over the last three months (Frankfurt) before the announcement of the offer. The publication of the offer document was approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with the German Securities Acquisition and Takeover Act. The offer document is now available on www.vue-offer.com and www.vue-angebot.com and during normal working hours and free of charge at Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany. Acceptance of the offer must be declared in writing to the shareholder's custodian bank and in accordance the offer document. Joh. Berenberg, Gossler & Co. KG, Hamburg, will act as the central settlement agent. The transaction has been cleared by the German Federal Cartel Office on July 20, 2012, and the offer is therefore unconditional. On July 10, 2012, the Bidder announced its intention to launch a voluntary public takeover offer for all outstanding shares of CinemaxX AG. By combining two major cinema operators Vue Entertainment will make the important strategic move to create a new Pan-European cinema group covering the UK, Ireland, Germany, Denmark and Portugal. The combined group will operate 119 state-of-the-art multiplex cinemas with close to 1,100 screens, over 230,000 seats, over 5,100 employees and over 55 million attendances per annum. For more information: www.vue-offer.com
FTI Consulting
Clarion Communications
Matt Stokoe
Shelley Wyatt
Important legal information This publication does not constitute an offer to buy shares, nor is it a solicitation to sell, shares of CinemaxX Aktiengesellschaft. The final conditions as well as other terms of the tender offer are contained in the offer document which has been published following approval of its publication by the German Federal Financial Supervisory Authority (BaFin) on July 3rd, 2012. Investors as well as shareholders of CinemaxX Aktiengesellschaft are strongly advised to read the offer document and all other documentation that relates to the voluntary public tender offer as soon as they have been published as they may contain important information. The offer relates to shares in a German company and is exclusively subject to the legal provisions of the Federal Republic of Germany on the implementation of such an offer. Hence, the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG neither will apply for any further announcements, registrations, authorizations or permissions of the offer document or of the offer by regulatory authorities for securities trading or similar authorities outside the Federal Republic of Germany, nor are such announcements, registrations, authorizations or permissions intended. As far as announcements or information contain forward-looking statements these do not constitute statements of facts and are identified by words such as 'expects', 'believes', 'attempts', 'estimates', 'intends', 'assumes', 'aspires' and similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG, for example with regard to the potential consequences of the offer for CinemaxX Aktiengesellschaft and for those CinemaxX shareholders who choose not to accept the offer or for future financial results of CinemaxX Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g., changes in business, economic and competitive conditions, regulatory reforms, uncertainties in litigation or investigative proceedings, and the ability of financing, and usually cannot be influenced by the Bidder or the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results may be materially different from those expressed or implied by such statements. The Bidder draws attention to the fact, that it will update information, including the forward-looking statements, documents and announcements on the respective website only in so far as it is required to do so under the applicable law and that it accepts no responsibility or duty to update any such information and reserves the right to add to, remove or amend any information reproduced on the respective website at any time. The publication, dispatch, distribution or dissemination of information connected with the offer document or other documents connected with the offer outside the Federal Republic of Germany may be subject to legal restrictions. End of Corporate News 06.08.2012 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 |
180385 06.08.2012 |