Warwick Holding GmbH (wpueg)
Warwick Holding GmbH: START OF ACCEPTANCE PERIOD FOR PUBLIC DELISTING TENDER OFFER BY WARWICK HOLDING GMBH FOR SHARES OF VTG AG
DGAP-News: Warwick Holding GmbH / Key word(s): Offer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION START OF ACCEPTANCE PERIOD FOR PUBLIC DELISTING TENDER OFFER BY WARWICK HOLDING GMBH FOR SHARES OF VTG AG
London/Hamburg, March 11, 2019 – Warwick Holding GmbH (the “Bidder”), an indirect subsidiary of funds managed and advised by Morgan Stanley Infrastructure Inc., today published the offer document for its public delisting tender offer for all outstanding shares of VTG Aktiengesellschaft (the “Company” or “VTG AG”) (ISIN DE000VTG9999) not already directly held by the Bidder. The Bidder has been majority shareholder of VTG AG since the closing of the Bidder’s previous voluntary public takeover offer in December 2018 and currently holds approximately 71.17 percent of the shares in VTG AG. From today, VTG AG’s shareholders can tender their shares into the Bidder’s delisting offer at a price of EUR 53.00 per share in cash, which corresponds to the price of the previous takeover offer. VTG shareholders who wish to accept the offer should consult their custodian bank or any other securities service company where their VTG shares are being held. The acceptance period will end on April 8, 2019 at 24:00 hours (CET). The delisting offer is not subject to any closing conditions and there will not be an additional acceptance period. The second largest shareholder of VTG AG, Joachim Herz Stiftung, holding approximately 15.00 percent of the VTG shares, has committed not to tender its shares into the delisting offer. The tender offer serves the purpose to enable a delisting of the shares of VTG AG. The Bidder believes that VTG AG is best positioned for the future as a private company with greater strategic and entrepreneurial flexibility as well as access to a variety of attractive financing possibilities. The Management Board of the Company has undertaken to apply for the revocation of the admission to trading of all VTG AG shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the delisting offer. The planned delisting may have significant consequences for the Company’s shares. Shareholders who choose not to accept the delisting offer will keep their shares in VTG AG. However, following the delisting, these shares will no longer be traded on the regulated market of a stock exchange. The Bidder’s funding of the delisting offer will be provided by funds managed and advised by Morgan Stanley Infrastructure Partners and OMERS Infrastructure. OMERS Infrastructure invests globally in infrastructure assets on behalf of OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada. The Bidder has signed a binding commitment to fully subscribe and backstop VTG AG’s envisaged capital increase for an amount of EUR 290 million following the effective delisting of the Company. In addition, the Bidder has committed not to request a domination and/or profit-and-loss-transfer agreement until the end of VTG AG’s annual general meeting in 2022. The publication of the offer document for the delisting offer has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The offer document is available in German and in form of an English convenience translation at http://warwickholding-angebot.de/delisting. Copies of the German offer document and English convenience translations can furthermore be obtained free of charge through the settlement agent for the offer, BNP Paribas Securities Services S.C.A., Frankfurt branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries by email at frankfurt.gct.operations@bnpparibas.com or by facsimile at
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Morgan Stanley Infrastructure Partners is a leading global infrastructure investment platform with USD 5.0 billion of assets under management. It employs an established, disciplined process to invest and manage a diverse portfolio of infrastructure assets, predominantly in OECD countries. The team possesses considerable infrastructure investing and asset management experience, is one of the largest in the industry and is based in New York, London, Amsterdam, Melbourne, Hong Kong, and Mumbai. Important note This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of VTG Aktiengesellschaft (the “Company”). The final terms and further provisions regarding the public delisting tender offer are disclosed in the offer document that has been approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public delisting tender offer as they contain or will contain important information. The delisting tender offer is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The delisting tender offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the delisting tender offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public (delisting) tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. Warwick Holding GmbH (the “Bidder”) reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the 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 the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder 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 the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
11.03.2019 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
Language: | English |
Company: | Warwick Holding GmbH |
Thurn- und Taxis-Platz 6 | |
60313 Frankfurt | |
Germany |
End of News | DGAP News Service |