Beauty Holding Two GmbH
Takeover Offer <DE0006099005>; <DE0006099005>
Target company: Douglas Holding AG; Bidder: Beauty Holding Three AG
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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15 October 2012
Announcement of the Decision to make a Voluntary Public Takeover Offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1
in conjunction with Sections 29, 34 of the German Securities Acquisition
and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -‘WpÜG’)
Bidder:
Beauty Holding Three AG
Beim Strohhause 27
20097 Hamburg
Germany
registered in the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 94533
Target:
DOUGLAS HOLDING AG
Kabeler Straße 4
58099 Hagen
Germany
registered in the commercial register of the local court (Amtsgericht) of
Hagen under HRB 242
ISIN: DE0006099005 (WKN 609900)
Today, Beauty Holding Three AG (the ‘Bidder’), a holding company controlled
by funds advised by Advent International Corporation, decided to make a
voluntary public takeover offer to the shareholders of DOUGLAS HOLDING AG
to acquire their shares in DOUGLAS HOLDING AG (the ‘Douglas Shares’)
against payment of a cash consideration of EUR 38.00 per Douglas Share (the
‘Takeover Offer’).
The offer document and further information relating to the Takeover Offer
will be published on the internet at www.douglas-offer.com.
Further Information:
The Takeover Offer will be made subject to, inter alia, the clearance by
the cartel authorities and a minimum acceptance threshold of 75%.
In the offer document, the Bidder will declare in a binding and irrevocable
manner that it will not increase the offer price during the acceptance
period and the additional acceptance period. Therefore, the Bidder will not
increase the offer price by way of a change of the offer under Section 21
para. 1 sentence 1 number 1 WpÜG. Further, the Bidder and persons acting in
concert with it or their subsidiaries will not acquire or agree to acquire
any shares of DOUGLAS HOLDING AG on or outside the stock exchange at a
higher consideration than the offer price after publication of the offer
document until the publication according to Section 23 para. 1 sentence 1
number 2 WpÜG.
Apart from this, the Takeover Offer will be made on and subject to the
terms and conditions to be set out in the offer document.
Important Notice:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of DOUGLAS HOLDING AG. The definite terms and
conditions of the Takeover Offer, as well as further provisions concerning
the Takeover Offer, will be published in the offer document only after the
German Federal Financial Supervisory Authority has granted permission to
publish the offer document. Investors and holders of shares in DOUGLAS
HOLDING AG are strongly advised to read the offer document and all other
relevant documents regarding the Takeover Offer when they become available,
since they will contain important information.
Hamburg, 15 October 2012
Beauty Holding Three AG
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Listed: Regulated Market (Regulierter Markt) in Frankfurt (Prime Standard),
Berlin, Düsseldorf und Hamburg; Open Market (Freiverkehr) in Hanover,
Munich, Stuttgart
End of WpÜG announcement
15.10.2012DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
—————————————————————————
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard)
und Hamburg; Freiverkehr in Hannover, München und Stuttgart
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