KYOCERA MITA Corporation
Takeover Offer <JP3249600002>; <DE0007495004>
Target company: TA Triumph-Adler AG; Bidder: KYOCERA MITA Corporation
Release 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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Announcement of the Decision to launch a Voluntary Public Takeover Offer
pursuant to section 10 para. 1 and 3 in conjunction with sections 29 para.
1, 34 German Securities Acquisition and Takeover Act (WpÜG)
Offeror:
KYOCERA MITA Corporation
1-2-28 Tamatsukuri, Chuo-ku
Osaka 540-8585
Japan
Target:
TA Triumph-Adler AG
Suedwestpark 23
90449 Nuremberg
Germany
ISIN: DE0007495004
WKN: 749500
KYOCERA MITA Corporation decided today to make a voluntary public takeover
offer to the shareholders of TA Triumph-Adler AG for the purchase of their
non-par-value bearer shares (auf den Inhaber lautende Stückaktien) in TA
Triumph-Adler AG (ISIN: DE0007495004 / WKN: 749500) against payment of
EUR 1.90 per share.
The offer consideration exceeds the volume weighted average share price of
the TA Triumph-Adler AG share of the last three months before November 18,
2008 by EUR 1.20 or 171 % respectively.
The detailed terms and conditions of the offer will be set out in the offer
document for the takeover offer. The offer document and other information
relating to the offer will be published on the internet at
http://offer.kyoceramita.com.
The offer document will also be published by way of a notice of
availability in the Electronic Federal Gazette (elektronischer
Bundesanzeiger).
KYOCERA MITA Corporation currently holds approx. 29.99 % of all shares in
TA Triumph-Adler AG. It has received financing commitments to the necessary
amount to secure the finance of the takeover offer.
Following successful talks with KYOCERA MITA Corporation the management
board of TA Triumph-Adler AG supports the intended transaction, subject to
the adequacy of the offer price and further offer conditions.
This is neither an offer to purchase nor a solicitation of an offer to sell
shares of TA Triumph-Adler AG, nor an offer to purchase or sell any other
securities. The terms and conditions of the intended offer will be
published in the offer document only after the permission by the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and
holders of shares in TA Triumph-Adler AG are strongly advised to read the
relevant documents regarding the takeover offer published by KYOCERA MITA
Corporation when they become available because they will contain important
information. Investors and shareholders of TA Triumph-Adler AG will be able
to receive these documents when they become available on the website
http://offer.kyoceramita.com. Upon publication, the offer document will
also be available free of charge at a specified location and will be mailed
to investors and shareholders of TA Triumph-Adler AG free of charge upon
request.
Osaka, November 17, 2008
KYOCERA MITA Corporation
End of WpÜG announcement(c)DGAP 18.11.2008
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Listed: Zielgesellschaft: Regulierter Markt Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, München, Stuttgart
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