AVIC International Beijing Company Limited Announces Successful Completion of a Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG
DGAP-News: AVIC International Engineering Holdings PTE LTD /
Schlagwort(e): Übernahmeangebot
AVIC International Beijing Company Limited Announces Successful
Completion of a Voluntary Public Takeover Offer for Shares in KHD
Humboldt Wedag International AG
27.12.2013 / 12:59
---------------------------------------------------------------------
AVIC International Beijing Company Limited Announces Successful Completion
of a Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag
International AG
- Takeover offer was conducted jointly by an indirectly wholly-owned
subsidiary of AVIC International Beijing Company Ltd. and three other
bidders
- Takeover offer accepted for 20,112,785 KHD shares (40.465 % of KHD's
total share capital)
- Additional 9,456,353 KHD shares (19.03 % of KHD's total share capital)
acquired by individual share purchase agreements outside the takeover offer
- The condition precedent of the takeover offer and the share purchase
agreements has been fulfilled: Turkish merger control clearance has been
obtained
- Additional Acceptance Period starts on 30 December 2013 and ends on 13
January 2014, 24:00 hours local time in Frankfurt am Main, Germany
Beijing, December 27, 2013 - AVIC International Beijing Company Limited
('AVIC') is pleased to announce the following:
The joint takeover offer of AVIC International Engineering Holdings Pte.
Ltd. ('AVIC Engineering'), an indirectly wholly-owned subsidiary of AVIC
and Europe Project Management Pte. Ltd., Europe Technology Pte. Ltd. and
Europe Engineering Holdings Pte. Ltd., to acquire no-par value ordinary
bearer shares in KHD Humboldt Wedag International AG ('KHD') was accepted
for 20,112,785 shares (40.465 % of total share capital). In addition, the
joint bidders have acquired further 19.03 % of KHD shares by individual
share purchase agreements dated October 11, 2013 concluded with several
shareholders outside the offer. The Turkish Competition Board has approved
the transaction on December 26, 2013. Settlement of the offer is scheduled
to be executed on January 7, 2014, closing of the share purchase agreements
will happen in due course. AVIC will indirectly hold a total of 39,509,853
shares (79.491 %) of the share capital. This is due to the fact that AVIC
already indirectly owns a total of approx. 20 % of the shares in KHD
through its subsidiary Max Glory. As a result, the bidders - and indirectly
AVIC - are now majority shareholders of KHD.
Mr Diao, president of AVIC, is pleased about the successful takeover of KHD
and comments: 'The level of acceptance of KHD shareholders in the course of
the offer expresses the fairness of the price premium we have offered to
them.' The joint bidders offered a cash consideration of EUR 6.45 per KHD
share. The offer price included a premium of approx. 35 % on the weighted
average domestic stock exchange price for KHD shares in the three-month
period prior to the publication of the decision to launch the takeover
offer on October 11. Thus, the total price for the acquisition, including
the share purchase agreements and the shares tendered during the offer
period, amounts to EUR 190,720,940.10. Already in 2010, AVIC and KHD
entered into an exclusive cooperation agreement. The takeover will
contribute to the intensification of the cooperation, to the transformation
of the KHD Group into a stable ownership structure, and to the further
development of its strategy and position in the market. Mr Diao underlines
the positive effect of the takeover: 'Our commitment is long-term. We will
not only maintain KHD's business activity - our clear target is to extend
the business operations and to continue the growth strategy.'
Further information on the completed voluntary public takeover offer is
available on the internet at www.avicgo1.de.
Contact AVIC
Ms Ada Zhang
T: +86 10 849 71051
E: zhangm@caticbj.com.cn
About AVIC
The AVIC Group ranks 212 amongst Fortune Global 500. Its business units
cover, amongst others, defense, transport aircraft, engine, helicopter,
avionics and systems, general aviation, aviation research, flight test,
trade and logistics, assets management, finance services, engineering
planning and construction and engineering, procurement and construction,
automobile and shipping. Furthermore, the AVIC Group is engaged in
air-conditioning equipment, general electronics, recycling, alternative
energy, aircraft rental service, transportation and logistics, medical
care, construction, real estate development, shopping malls and other
sectors of the service industry. It owns more than 2,000 member companies,
over 25 listed companies and has approximately 400,000 employees.
For further information please go to www.avic.com.cn.
Important legal information / Disclaimer
This announcement does not constitute an invitation to make an offer to
sell KHD Shares. With the exception of the offer document, announcements do
not constitute an offer to purchase KHD shares and are not for the purposes
of the bidders making any representations or entering into any other
binding legal commitments. An offer to purchase shares in KHD Humboldt
Wedag International AG is solely made by the offer document as approved by
the Federal Supervisory Authority (BaFin) and is exclusively subject to its
terms and conditions. The terms and conditions of the Takeover Offer may
differ from the general information described in this announcement. To the
extent legally permissible, the bidders reserve the right to change the
terms and conditions of the Takeover Offer. KHD Shareholders are strongly
recommended to read the offer document and all documents in connection with
the Takeover Offer, since they contain important information, and to seek
independent advice where appropriate in order to reach a reasoned decision
in respect of the content of the offer document and the Takeover Offer
itself.
The Takeover Offer is issued exclusively under the laws of the Federal
Republic of Germany, especially under the WpÜG and the Regulation on the
Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer ('WpÜG Offer Regulation'). The Takeover Offer is not executed
according to the provisions of jurisdictions (including the jurisdictions
of the United States of America, Canada, Australia, and Japan) other than
the Federal Republic of Germany. Thus, except for the merger control
clearance procedure before the Turkish competition authority and the
approvals of The Stock Exchange of Hong Kong Limited as described in the
offer document, no other announcements, registrations, admissions or
approvals of the Takeover Offer outside the Federal Republic of Germany
have been filed, arranged for or granted. KHD Shareholders cannot refer to
provisions for the protection of investors of jurisdictions other than
those of the Federal Republic of Germany. Any agreement that is concluded
on the basis of the acceptance of the Takeover Offer will be exclusively
governed by the laws of the Federal Republic of Germany and shall be
interpreted in accordance with them.
Ende der Corporate News
---------------------------------------------------------------------
27.12.2013 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch die DGAP - ein Unternehmen der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.
Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap-medientreff.de und
http://www.dgap.de
---------------------------------------------------------------------
246321 27.12.2013
DGAP-News: AVIC International Engineering Holdings PTE LTD /
Schlagwort(e): Übernahmeangebot
AVIC International Beijing Company Limited Announces Successful
Completion of a Voluntary Public Takeover Offer for Shares in KHD
Humboldt Wedag International AG
27.12.2013 / 12:59
---------------------------------------------------------------------
AVIC International Beijing Company Limited Announces Successful Completion
of a Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag
International AG
- Takeover offer was conducted jointly by an indirectly wholly-owned
subsidiary of AVIC International Beijing Company Ltd. and three other
bidders
- Takeover offer accepted for 20,112,785 KHD shares (40.465 % of KHD's
total share capital)
- Additional 9,456,353 KHD shares (19.03 % of KHD's total share capital)
acquired by individual share purchase agreements outside the takeover offer
- The condition precedent of the takeover offer and the share purchase
agreements has been fulfilled: Turkish merger control clearance has been
obtained
- Additional Acceptance Period starts on 30 December 2013 and ends on 13
January 2014, 24:00 hours local time in Frankfurt am Main, Germany
Beijing, December 27, 2013 - AVIC International Beijing Company Limited
('AVIC') is pleased to announce the following:
The joint takeover offer of AVIC International Engineering Holdings Pte.
Ltd. ('AVIC Engineering'), an indirectly wholly-owned subsidiary of AVIC
and Europe Project Management Pte. Ltd., Europe Technology Pte. Ltd. and
Europe Engineering Holdings Pte. Ltd., to acquire no-par value ordinary
bearer shares in KHD Humboldt Wedag International AG ('KHD') was accepted
for 20,112,785 shares (40.465 % of total share capital). In addition, the
joint bidders have acquired further 19.03 % of KHD shares by individual
share purchase agreements dated October 11, 2013 concluded with several
shareholders outside the offer. The Turkish Competition Board has approved
the transaction on December 26, 2013. Settlement of the offer is scheduled
to be executed on January 7, 2014, closing of the share purchase agreements
will happen in due course. AVIC will indirectly hold a total of 39,509,853
shares (79.491 %) of the share capital. This is due to the fact that AVIC
already indirectly owns a total of approx. 20 % of the shares in KHD
through its subsidiary Max Glory. As a result, the bidders - and indirectly
AVIC - are now majority shareholders of KHD.
Mr Diao, president of AVIC, is pleased about the successful takeover of KHD
and comments: 'The level of acceptance of KHD shareholders in the course of
the offer expresses the fairness of the price premium we have offered to
them.' The joint bidders offered a cash consideration of EUR 6.45 per KHD
share. The offer price included a premium of approx. 35 % on the weighted
average domestic stock exchange price for KHD shares in the three-month
period prior to the publication of the decision to launch the takeover
offer on October 11. Thus, the total price for the acquisition, including
the share purchase agreements and the shares tendered during the offer
period, amounts to EUR 190,720,940.10. Already in 2010, AVIC and KHD
entered into an exclusive cooperation agreement. The takeover will
contribute to the intensification of the cooperation, to the transformation
of the KHD Group into a stable ownership structure, and to the further
development of its strategy and position in the market. Mr Diao underlines
the positive effect of the takeover: 'Our commitment is long-term. We will
not only maintain KHD's business activity - our clear target is to extend
the business operations and to continue the growth strategy.'
Further information on the completed voluntary public takeover offer is
available on the internet at www.avicgo1.de.
Contact AVIC
Ms Ada Zhang
T: +86 10 849 71051
E: zhangm@caticbj.com.cn
About AVIC
The AVIC Group ranks 212 amongst Fortune Global 500. Its business units
cover, amongst others, defense, transport aircraft, engine, helicopter,
avionics and systems, general aviation, aviation research, flight test,
trade and logistics, assets management, finance services, engineering
planning and construction and engineering, procurement and construction,
automobile and shipping. Furthermore, the AVIC Group is engaged in
air-conditioning equipment, general electronics, recycling, alternative
energy, aircraft rental service, transportation and logistics, medical
care, construction, real estate development, shopping malls and other
sectors of the service industry. It owns more than 2,000 member companies,
over 25 listed companies and has approximately 400,000 employees.
For further information please go to www.avic.com.cn.
Important legal information / Disclaimer
This announcement does not constitute an invitation to make an offer to
sell KHD Shares. With the exception of the offer document, announcements do
not constitute an offer to purchase KHD shares and are not for the purposes
of the bidders making any representations or entering into any other
binding legal commitments. An offer to purchase shares in KHD Humboldt
Wedag International AG is solely made by the offer document as approved by
the Federal Supervisory Authority (BaFin) and is exclusively subject to its
terms and conditions. The terms and conditions of the Takeover Offer may
differ from the general information described in this announcement. To the
extent legally permissible, the bidders reserve the right to change the
terms and conditions of the Takeover Offer. KHD Shareholders are strongly
recommended to read the offer document and all documents in connection with
the Takeover Offer, since they contain important information, and to seek
independent advice where appropriate in order to reach a reasoned decision
in respect of the content of the offer document and the Takeover Offer
itself.
The Takeover Offer is issued exclusively under the laws of the Federal
Republic of Germany, especially under the WpÜG and the Regulation on the
Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer ('WpÜG Offer Regulation'). The Takeover Offer is not executed
according to the provisions of jurisdictions (including the jurisdictions
of the United States of America, Canada, Australia, and Japan) other than
the Federal Republic of Germany. Thus, except for the merger control
clearance procedure before the Turkish competition authority and the
approvals of The Stock Exchange of Hong Kong Limited as described in the
offer document, no other announcements, registrations, admissions or
approvals of the Takeover Offer outside the Federal Republic of Germany
have been filed, arranged for or granted. KHD Shareholders cannot refer to
provisions for the protection of investors of jurisdictions other than
those of the Federal Republic of Germany. Any agreement that is concluded
on the basis of the acceptance of the Takeover Offer will be exclusively
governed by the laws of the Federal Republic of Germany and shall be
interpreted in accordance with them.
Ende der Corporate News
---------------------------------------------------------------------
27.12.2013 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch die DGAP - ein Unternehmen der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.
Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap-medientreff.de und
http://www.dgap.de
---------------------------------------------------------------------
246321 27.12.2013