TKH Announces Results of Tender Offer for Outstanding Shares of Augusta Technologie Aktiengesellschaft
NETTETAL, Germany, June 27, 2012 /PRNewswire-USNewswire/ — TKH Technologie Deutschland AG, 41334 Nettetal, Germany (“Offeror”), a wholly-owned subsidiary of TKH Group NV (“TKH”), published, on 11 May 2012, the offer document (“Offer Document”) for its voluntary public takeover offer to the shareholders of Augusta Technologie Aktiengesellschaft, 81829 Munich, Germany, (“Augusta AG”) for the purchase of their bearer shares with no par value (ISIN DE000A0D6612) of Augusta AG (the “Augusta Shares”) for cash consideration of EUR 23.00 per share (the “Offer”). On 6 June 2012 the Offeror reduced the minimum acceptance level and waived one offer condition and hereby amended the Offer. Due to this amendment the acceptance period (which initially was due to expire on 8 June 2012, midnight Central European Summer Time (“CEST”)) for the Offer was extended pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz) for two weeks and therefore expired on 22 June 2012, midnight CEST (“Reference Date”). Today the Offeror announced the results of the Offer.
At the Reference Date the Offer has been accepted for a total of 4,187,780 Augusta Shares. This corresponds to a share of approximately 48.16% of the share capital and voting rights of Augusta AG and approximately 53.34% of the voting share capital of Augusta AG reduced in accordance with Section 71b of the German Stock Corporation Act (Aktiengesetz) (i.e., all Augusta Shares less treasury shares of Augusta AG).
The total number of Augusta Shares in respect of which the Offer has been accepted as of the Reference Date, together with the Augusta Shares held by the Offeror at the Reference Date, together with the (financial) instruments which entitle the holder to purchase issued Augusta Shares or facilitate the purchase of issued Augusta Shares amounts to 4,679,589 Augusta Shares. This corresponds to a share of approximately 53.82% of the share capital and voting rights of Augusta AG and approximately 59.60% of the voting share capital of Augusta AG reduced in accordance with Section 71b of the German Stock Corporation Act (Aktiengesetz) (i.e., all Augusta Shares less treasury shares of Augusta AG).
All shareholders of Augusta AG who have not accepted the Offer as of the Reference Date may still accept the Offer within two weeks from this announcement, i.e. until 11 July 2012, midnight (CEST) (“Additional Acceptance Period”).
Pursuant to Section 12.1 of the Offer Document, as amended, the Offer and the agreements with the shareholders of Augusta AG that will be entered into by its acceptance are subject to the conditions precedent (the “Offer Conditions“) stipulated in Section 12.1 of the Offer Document, as amended. All Offer Conditions stipulated in Section 12.1 of the Offer Document, as amended, have been satisfied by the Reference Date. In the Offer Document, as amended, the Offeror has already waived the Offer Condition which was originally stipulated in Section 12.1.4 (Material Adverse Market Change) of the Offer Document.
The Offeror may acquire or agree to acquire further Augusta Shares outside the Offer, during the Additional Acceptance Period, either directly or through persons acting in concert with it or their subsidiaries. These purchases may occur on the stock exchange at prevailing prices or in private transactions at negotiated prices.
The Offer, during the Additional Acceptance Period, is being made pursuant to the Offer Document, as amended, which contains the complete terms and conditions of the Offer, which Augusta shareholders are urged to read carefully before making any decision with respect to the Offer. The Offer Document, as amended, along with related documents, is available free of charge in German and in a non-binding English translation at TKH’s website, www.tkhgroup.com.
Augusta shareholders in the United States are advised that the Offer, during the Additional Acceptance Period, is being made with respect to the securities of a German company solely listed in Germany and are urged to read the Offer Document, as amended, including important additional information for U.S. Shareholders, in particular the section entitled “Important Information for U.S. Shareholders”.
Investors and media, for further information please contact:
J.M.A. (Alexander) van der Lof MBA, Bernhard Meising Chairman of the Executive Board CNC - Communications & Network Consulting AG Tel. + 31 (0)53 5732903 Tel. + 49 (0)89 599 458 128 Website: www.tkhgroup.com Bernhard.Meising@cnc-communications.com
Additional Information and Where to Find It
This press release is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through the Offer Document, as amended, approved by the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin). The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. Augusta shareholders and other interested parties are urged to read the Offer Document, as amended, and any related documents because they contain important information. Augusta shareholders will be able to obtain such documents free of charge in German and in a non-binding English translation at TKH’s website, www.tkhgroup.com. Copies of the Offer Document, as amended, and the non-binding English translation will be available free of charge for Augusta shareholders at Commerzbank Aktiengesellschaft, ZCM-ECM Execution, Mainzer Landstrasse 153, 60327 Frankfurt am Main, Germany (orders by fax: +49 69 136-44598).
This press release may include statements which relate to anticipated future events (forward-looking statements) rather than actual present conditions or historical events. These statements generally include words such as “believes”, “expects”, “intends”, “anticipates”, “estimates”, and similar expressions. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Offeror or TKH.
Any forward-looking statements made in this press release are made by the Offeror or TKH as of the date of this press release. Further, the Offeror and TKH do not have any obligation to update or revise any forward-looking statement contained in this press release, even if the Offeror’s or TKH’s expectations or any related events, conditions or circumstances change.
SOURCE TKH Technologie Deutschland AG