All conditions met for Creat takeover of Biotest

Ad-hoc RELEASE
Announcement according to Article 17 European Market Abuse Regulation (MAR)

Dreieich, 19. January 2018. Biotest AG disclosed today that foreign trade approval has been given by the U.S. Committee on Foreign Investment in the United States (CFIUS) and, thus, the last remaining condition has been met for the takeover offer by Tiancheng (Germany) Pharmaceutical Holdings AG, the acquisitions company of the Creat Group Corporation. Thus the unsolicited takeover bid announced on May 18, 2017 for the shares of Biotest AG becomes effective. Payment of the purchase price, in the amount of EUR28.50 per ordinary share tendered and EUR19.00 per preferred share tendered, will take place in the next few days.

In connection with the approval, Biotest has signed an agreement for the sale of its U.S. companies. Until this sale closes, Biotest AG has transferred the U.S. companies to a U.S. trust. As a result of the transfer to the U.S. trust, the business attributable to these companies qualifies as a discontinued operation. This reduces the guidance for the continuing operations by the revenue and earnings contribution of the discontinued operations.

Biotest Aktiengesellschaft
Board of Management

Decision of the Federal Court of Justice on the Takeover Offer at Celesio AG (now: McKesson Europe AG): Prices for convertible bonds must also be considered

Guideline:

When determining the appropriate consideration for a takeover bid, the prices paid by the bidder for the purchase of convertible bonds must also be taken into account.


by Attorney-at-law Martin Arendts, M.B.L.-HSG

Several former Celesio shareholders had won a premium of just under 32 per cent on the 2014 takeover price at the OLG Frankfurt am Main, after they had failed before the district court. While "ordinary" shareholders only received EUR 23.50 per Celesio share, McKesson paid significantly more to Elliott, a hedge fund specializing in such special situations, who had invested in Celesio convertible bonds. While BaFin (the Geman SEC) demanded equal treatment only for securities of the same class, the Higher Regional Court in Frankfurt am Main ruled that the complaining former Celesio shareholders were entitled to so much. According to this judgment, McKesson will have to pay EUR 7.45 per Celesio share.

The Federal Court of Justice (Bundesgerichtshof) has heard the case on 7 November 2017 and confirmed the minority shareholder-friendly decision of the Higher Regional Court. In the decision reasons now published, the Federal Court of Justice joins the legal opinion of the Higher Regional Court. When determining the appropriate consideration for the takeover bid, in its opinion, the prices paid for the purchase of convertible bonds must also be taken into account. The genesis of the law speaks for a broad interpretation in the sense of a general protection against circumvention. In addition, the court refers to the meaning and purpose of the statutory provisions.

According to the relevant (but not undisputed) opinion, this procedure for the Takeover Offer also has an impact on the judicial review proceedings (as Celesio Applicants also refer to the legal opinion of the Distric Court of Cologne in the Postbank judicial review proceedings; see the squeeze-out appraisal procedure: https : //spruchverfahren.blogspot.de/2017/10/spruchverfahren-zum-squeeze-out-bei-der_46.html).

The Celesio ruling should also have considerable practical effects on similar takeover cases. "Active" shareholders may not be paid more than "passive" shareholders, even if this is "hidden" as in the case of Celesio via convertible bonds.

German version: http://spruchverfahren.blogspot.de/2018/01/bgh-urteil-zum-ubernahmeangebot-bei-der.html

KTM Industries initiates delisting of Pankl shares

Public disclosure of inside information according to article 17 MAR

Wels - KTM Industries initiates delisting of the shares of Pankl Racing Systems AG

On 3 January 2018 the Stock Exchange Act 2018 (Börsegesetz 2018) came into force, which now provides for the possibility of a voluntary withdrawal from the Official Market (Amtlicher Handel) for listed stock corporations (so-called "delisting").

The shares of Pankl Racing Systems AG, FN 143981m, Industriestraße West 4, 8605 Kapfenberg, are listed at the Vienna Stock Exchange under ISIN AT0000800800 and are admitted to trading on the Official Market (Amtlicher Handel). KTM Industries AG currently holds 2,977,681 shares of Pankl Racing Systems AG. This corresponds to approximately 94.53% of the share capital and voting rights of Pankl Racing Systems AG.

Today, KTM Industries AG has requested as shareholder pursuant to section 38 para 7 Stock Exchange Act 2018 that Pankl Racing Systems AG shall apply for the revocation of the admission to trade its 3,150,000 shares (ISIN AT0000800800) on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange.

Takeover bid to the shareholders of Pankl Racing Systems AG

Further, KTM Industries AG has informed Pankl Racing Systems AG, that KTM Industries AG will launch a takeover bid for the termination of the trading permission according to section 38 para 6 to 8 Stock Exchange Act 2018 in conjunction with the 5th part of the Austrian Takeover Act to protect the shareholders. The takeover bid is addressed to the shareholders of Pankl Racing Systems AG, Industriestraße West 4, 8605 Kapfenberg, FN 143981m.

The offer price will be EUR 42.18 per share of Pankl Racing Systems AG, provided that after obtaining a "fairness opinion" this offer price is not "obviously below the actual value of the company" as stated in section 27e Austrian Takeover Act. If this should be the case, the offer price shall correspond to the reasonable value according to the "fairness opinion".

The offer is aimed at the acquisition of all Pankl-shares that are not held by KTM Industries AG or parties acting in concert with it. Thus, the offer is aimed at the acquisition of 95,235 Pankl-shares.

The purpose of the offer is the termination of the admission to trade the shares of Pankl Racing Systems AG on the Vienna Stock Exchange.

Legal disclaimer
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO ACQUIRE NOR AN INTIMATION TO SUBMIT A PROPOSAL FOR THE ACQUISITION OF SECURITIES OF KTM INDUSTRIES AG AND/OR PANKL RACING SYSTEMS AG.