Publication of inside information pursuant to Article 17 of Regulation (EU)
No 596/2014
Berlin, 25 March 2020 - ADO Properties S.A., Luxembourg ("Bidder"), today published its intention to make a voluntary public takeover offer to the shareholders of WESTGRUND Aktiengesellschaft to acquire the WESTGRUND shares held by them against payment of a cash consideration. According to the publication, the amount of the cash consideration per share will at least correspond to the company value determined on the basis of a company valuation of WESTGRUND Aktiengesellschaft pursuant to Section 31 para. (1), (2) and (7) Securities Acquisition and Takeover Act (WpÜG) in conjunction with Section 5 para. (4) WpÜG Offer Ordinance per WESTGRUND share. The Bidder and ADLER Real Estate AG will enter into an agreement pursuant to which ADLER Real Estate AG will undertake vis-à-vis the Bidder not to accept the takeover offer with respect to the WESTGRUND shares held by it (Non-Tender Agreement).
The voluntary public takeover offer will be made on the basis of an offer document still to be approved by the Federal Financial Supervisory Authority and will be subject to the conditions stated therein and published at a later date after approval by the Federal Financial Supervisory Authority.
The Management Board and Supervisory Board of WESTGRUND Aktiengesellschaft will review the offer and, following publication of the offer document, will issue and publish a reasoned statement on the offer in accordance with their legal obligations.
WESTGRUND Aktiengesellschaft
Berlin, 25 March 2020 - ADO Properties S.A., Luxembourg ("Bidder"), today published its intention to make a voluntary public takeover offer to the shareholders of WESTGRUND Aktiengesellschaft to acquire the WESTGRUND shares held by them against payment of a cash consideration. According to the publication, the amount of the cash consideration per share will at least correspond to the company value determined on the basis of a company valuation of WESTGRUND Aktiengesellschaft pursuant to Section 31 para. (1), (2) and (7) Securities Acquisition and Takeover Act (WpÜG) in conjunction with Section 5 para. (4) WpÜG Offer Ordinance per WESTGRUND share. The Bidder and ADLER Real Estate AG will enter into an agreement pursuant to which ADLER Real Estate AG will undertake vis-à-vis the Bidder not to accept the takeover offer with respect to the WESTGRUND shares held by it (Non-Tender Agreement).
The voluntary public takeover offer will be made on the basis of an offer document still to be approved by the Federal Financial Supervisory Authority and will be subject to the conditions stated therein and published at a later date after approval by the Federal Financial Supervisory Authority.
The Management Board and Supervisory Board of WESTGRUND Aktiengesellschaft will review the offer and, following publication of the offer document, will issue and publish a reasoned statement on the offer in accordance with their legal obligations.
WESTGRUND Aktiengesellschaft
The Management Board
