WMF GmbH: Tender Offer; <DE0007803033>
Target company: WMF AG; Bidder: Finedining Capital GmbH
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
Announcement of the Decision to Launch a Voluntary Public Tender Offer
pursuant to Section 10 para. 1 of the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, ‘WpÜG’)
Finedining Capital GmbH
c/o Hengeler Mueller
registered in the commercial register of the local court (Amtsgericht) of
Munich under HRB 199653.
73312 Geislingen an der Steige
registered in the commercial register of the local court of Ulm
(Amtsgericht) under HRB 540215.
ISIN: DE0007803033 (German Securities Identification Number (WKN) 780303)
Today, Finedining Capital GmbH (the ‘Bidder’), a holding company controlled
by funds advised by Kohlberg Kravis Roberts & Co. L.P., decided to launch a
voluntary public tender offer to the shareholders of WMF AG to acquire
their preference bearer shares in WMF AG, each representing a pro-rata
amount of the share capital of EUR 2.56 per share (the ‘WMF Preference
Shares’ and each individually an ‘WMF Preference Share’) against payment of
a cash consideration (the ‘Tender Offer’). The Bidder intends to offer a
cash consideration of
EUR 53 per WMF Preference Share.
The offer document and further information relating to the Tender Offer
will be published on the internet at www.finedining-offer.com.
The Bidder intends to exclude the minority shareholders of the Target in
accordance with Sec. 327a et seqq. of the German Stock Corporation Act
(Aktiengesetz) – if applicable, in conjunction with Sec. 62 para. 5 of the
German Transformation Act (Umwandlungsgesetz) – (hereinafter the
‘Squeeze-out’), provided that the Bidder’s stake in the share capital of
the Target (excluding treasury shares held by the Target) after settlement
of the Tender Offer and closing of the Investment Agreement as described
below is at least 90% (Squeeze-out pursuant to transformation law) or 95%
(Squeeze-out pursuant to stock corporation law).
As of today, the Bidder holds a total of 6,985,411 ordinary and preference
shares of the Target (approximately 49.90% of the share capital of the
Target including treasury shares). Finedining (Cayman) Limited, an indirect
100% shareholder of the Bidder, today entered into an agreement with FIBA
Beteiligungs- und Anlage GmbH, registered in the companies’ register
(Firmenbuch) of the Republic of Austria under no. FN 236576 g, which
provides that FIBA Beteiligungs- und Anlage GmbH will sell to the Bidder
the 2,340,000 ordinary bearer shares of the Target it currently holds
(approximately 16.71% of the share capital of the Target including treasury
shares) and will acquire in this context a shareholding in another indirect
100% shareholder of the Bidder (the ‘Investment Agreement’; together with
the Tender Offer, the ‘Overall Transaction’).
The Tender Offer will be made on and subject to the terms and conditions to
be set out in the offer document and will be subject to the condition that
clearance is given for the Overall Transaction by the competent cartel
authorities and that a minimum shareholding is achieved which, taking into
consideration further share purchases by the Bidder (including the agreed
acquisition of the share package of FIBA Beteiligungs- und Anlage GmbH), is
at least required in order to enable the implementation of a Squeeze-out
following the Tender Offer.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares in WMF AG or any other security. The offer document
and the information contained therein shall have sole relevance in respect
of the Tender Offer. Investors and shareholders of WMF AG are advised to
read all documents relevant to the Tender Offer that are published by
Finedining Capital GmbH because they will contain important information.
Investors and shareholders of WMF AG will be able to receive the offer
document as well as other documents pertaining to the Tender Offer from the
website www.finedining-offer.com once these become available.
To the extent permissible under applicable law or regulation, Finedining
Capital GmbH or its brokers may purchase, or conclude agreements to
purchase, shares of WMF AG directly or indirectly, outside the public
tender offer, before, during or after the period in which the offer remains
open for acceptance. These transactions may be completed via the stock
exchange at market prices or outside the stock exchange at negotiated
conditions. Any information on such purchases will be disclosed to the
extent required by applicable law or regulation in Germany or in the United
This announcement may contain forward-looking statements, including
statements relating to the Tender Offer. These statements are based on the
current expectations of the management of Finedining Capital GmbH and
persons acting jointly therewith pursuant to section 2 para. 5 WpÜG and are
subject to risks, uncertainties and changes in circumstances. These
expectations or any forward-looking statements could prove to be incorrect,
and actual results could differ materially from those projected or assumed
in the forward-looking statements. These potential risks, uncertainties and
changes in circumstances that could cause actual results to differ from
those expected include, among others, risks related to the settlement of
the Tender Offer. Finedining Capital GmbH and persons acting jointly
therewith pursuant to section 2 para. 5 WpÜG do not assume any obligation
to update the forward-looking statements to reflect actual results or
events, framework conditions, assumptions or other factors.
Dusseldorf, 18 June 2014
Finedining Capital GmbH
Listing: Regulated market in Frankfurt (General Standard), and Stuttgart;
over the counter market in Berlin, Düsseldorf, Hamburg and Munich
End of WpÜG announcement
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Listed: Zielgesellschaft: Regulierter Markt Frankfurt (General Standard)und
Stuttgart, Freiverkehr Berlin, Düsseldorf, Hamburg und München
18 Juni 2014
Angebot zum Erwerb; <DE0007803033>
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