Pangea GmbH
Takeover Offer; <DE0006916604>
Target company: Pfeiffer Vacuum Technology AG; Bidder: Pangea GmbH
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Pangea GmbH
Schauinslandstr. 1
79689 Maulburg
Announcement pursuant to Sec. 10 paras. 1 and 3 in conjunction with Secs.
29 and 34 German Securities Acquisition and Takeover Act
Announcement of the decision to make a voluntary public takeover offer
to the shareholders of
Pfeiffer Vacuum Technology AG
Berliner Str. 43, 35614 Asslar
WKN 691660 / ISIN DE0006916604
On January 24, 2017, Pangea GmbH, registered with the Commercial Register
of the Local Court of Freiburg im Breisgau under HRB 707745, decided to
announce a voluntary public takeover offer to the shareholders of Pfeiffer
Vacuum Technology AG, Berliner Str. 43, 35614 Asslar, (WKN 691660 / ISIN
DE0006916604) (the ‘Company’) for the acquisition of all of their shares in
the Company with a pro rata share in the target’s share capital of EUR 2.56
per share (‘Pfeiffer Vacuum Share’) by way of a cash offer for payment of
an offer consideration of EUR 96.20 per Pfeiffer Vacuum Share.
All shares in Pangea GmbH are held by Busch SE, Maulburg.
The public takeover offer will be made on the terms and conditions set out
in the offer document, in particular at customary closing conditions,
including the required antitrust clearance by the German Federal Cartel
Office and other competent antitrust authorities. To the extent legally
permissible, the bidder reserves the right to deviate in the final terms
and conditions of the offer document from the information described herein.
The offer document will be made available on the Internet at
www.offerbuschvacuum.com after its publication has been approved by the
German Federal Financial Supervisory Authority. The period for accepting
the takeover offer will be published on the same website.
Important notice:
This announcement is for information purposes only and constitutes neither
an invitation to sell nor an offer to acquire any securities of the
Company. The final terms and further provisions regarding the public
takeover offer will be disclosed in the offer document after its
publication has been approved by the German Federal Financial Supervisory
Authority.
To the extent legally permissible, the bidder reserves the right to deviate
in the final terms and conditions of the offer document from the
information described herein. Investors and holders of securities of the
Company are strongly recommended to read the offer document and all other
announcements in connection with the public takeover offer as soon as they
are published, since they contain or will contain important information.
The offer will be made under the applicable laws of the Federal Republic of
Germany, especially under the German Securities Acquisition and Takeover
Act (WpÜG). The offer will not be implemented under the legal provisions of
jurisdictions other than the jurisdiction of the Federal Republic of
Germany. Thus, no other announcements, registrations, admissions or
approvals of the offer outside 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 jurisdiction of the Federal
Republic of Germany, if and to the extent such provisions are applicable.
Subject to the exceptions described in the offer document as well as any
exceptional permits that may be granted by the relevant regulators, a
public takeover offer will not be made, neither directly nor indirectly, in
jurisdictions in which to do so would constitute a violation of the laws of
such jurisdiction.
The bidder reserves the right, to the extent legally permissible, to
directly or indirectly acquire further shares of the Company 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 promptly.
To the extent this document contains forward-looking statements, such
statements do not represent facts and are characterized by the words
‘will’, ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘aim’, ‘assume’ and
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 usually
difficult to predict and cannot be influenced by the bidder or the persons
acting together with the bidder. These expectations and forward-looking
statements could turn out to be incorrect and the actual developments may
differ materially from those contained in such forward-looking statements.
The bidder and the persons acting together with the bidder do not assume
any obligation to update the forward-looking statements with respect to
actual developments or incidents, basic conditions, assumptions or other
factors.
Maulburg, January 24, 2017
Pangea GmbH
End of WpÜG announcement
The 24.01.2017DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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