AIG Century GmbH & Co. KGaA
Correction; <DE0006344211>
Target company: AIRE GmbH & Co. KGaA; Bidder: AIG Century GmbH & Co. KGaA (currently AHL 1. Morpheus GmbH & Co. KGaA)
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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– Convenience Translation –
Announcement of the decision to launch a voluntary public takeover offer in
accordance with section 10 para. 1 and 3 in conjunction with sections 29
para. 1, 34 of the German Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz (‘WpÜG’))
Bidder:
AIG Century GmbH & Co. KGaA
(currently AHL 1. Morpheus GmbH & Co. KGaA)
Taubenstraße 7-9
60313 Frankfurt am Main
Germany
registered with the commercial register of the local court Frankfurt am
Main under HRB 92579 (‘Bidder’)
Target Company:
AIRE GmbH & Co. KGaA
Speicherstraße 55 (‘WERFTHAUS’)
60327 Frankfurt am Main
Germany
registered with the commercial register of the local court Frankfurt am
Main under HRB 54695
ISIN: DE 000 634 4211
WKN: 634421
Stock Exchanges for target company: Frankfurt am Main, Berlin, Dusseldorf,
Munich, Stuttgart
On 29 April 2012, the Bidder decided to make an offer by means of a
voluntary public takeover offer pursuant to sections 29 et seq. WpÜG to the
shareholders of AIRE GmbH & Co. KGaA to acquire their non-par value bearer
shares in AIRE GmbH & Co. KGaA (ISIN: DE 000 634 4211) (‘AIRE Shares’)
against payment of a cash consideration of
EUR 17 per AIRE Share
pursuant to the terms and conditions yet to be communicated in the offer
document.
Further Information:
The Bidder is an indirectly wholly owned subsidiary of American
International Group, Inc. (‘AIG’) which currently holds 319,211 shares in
AIRE GmbH & Co. KGaA (approximately 7.56% of the share capital of AIRE GmbH
& Co. KGaA). Including these shares and shares subject to share purchase
agreements entered into by AIG, the Bidder has secured a total of 1,343,137
shares in AIRE GmbH & Co. KGaA (approximately 31.8% of the share capital of
AIRE GmbH & Co. KGaA).
The offer will be conditional on the acquisition by the Bidder of at least
75% of the outstanding AIRE Shares (including all AIRE Shares held by the
Bidder) and other customary conditions.
The offer document and further information relating to the offer will be
published on the internet at http://www.aigglobalrealestate.com/aigcentury.
Important notice:
This announcement is neither an offer to purchase or sell nor a
solicitation of an offer to purchase or sell shares in AIRE GmbH & Co. KGaA
or any other securities. The final terms and conditions of the offer will
be communicated in the offer document still to be published. The Bidder
reserves the right to change the terms and conditions of the offer to the
extent legally permissible. Shareholders of AIRE GmbH & Co. KGaA are
strongly advised to read the offer document and all other documents in
connection with the takeover offer as soon as they have been published by
the Bidder since these will contain important information.
End of the WpÜG announcement
End of WpÜG announcement
30.04.2012DGAP’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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Listed: Regulierter Markt Frankfurt (Prime Standard); Freiverkehr Berlin,
Düsseldorf, Hamburg, München, Stuttgart
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