PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURI-TIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHME-GESETZ - "WPÜG") IN CONJUNCTION WITH SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ - "BÖRSG")
Bidder:
TLG IMMOBILIEN AG
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4
Target Company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 55695
ISIN: DE000A1X3X33
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.tlg.de/investor-relations/delisting-angebot-wcm-ag
Today, on October 10, 2024, TLG IMMOBILIEN AG (the "Bidder"), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the "Delisting Offer")
pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (the "Company"), with its registered of-fice in Frankfurt am Main, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A1X3X33) (the "WCM Shares"), which are not already held by the Bidder.
The Bidder currently holds a share of approx. 98.05 % of the share capital of the Company. Under the Delisting Offer, the Bidder will offer EUR 2.01 in cash as consideration for each WCM Share tendered to the Bidder for acceptance, subject to the determination of the minimum price and the final determination in the offer document. The offer will not include any closing conditions.
The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer docu-ment. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.
The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the WCM Shares on the regulated market (Regulierter Markt) each of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard), the Hamburg Stock Exchange (Börse Hamburg) and the Stuttgart Stock Exchange (Börse Stuttgart) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer. In addition, the Company has under-taken towards the Bidder to take all reasonable actions to terminate the inclusion of WCM Shares in the open market (Freiverkehr), insofar as this inclusion took place at the request of the Company.
Important Notice:
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been ap-proved by the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to de-viate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender offer as soon as they are published, since they contain or will contain important information.
The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of
Germany or the United States of America (to the extent applicable). Thus, no other announce-ments, registrations, admissions or approvals of the offer outside of the Federal Republic of Ger-many have been filed, arranged for or granted. Investors in, and holders of, securities in the Com-pany cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, infor-mation about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such state-ments do not represent facts and are characterized by the words "will", "expect", "believe", "esti-mate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and fore-casts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assump-tions or other factors.
Berlin, October 10, 2024
TLG IMMOBILIEN AG
Management Board
No comments:
Post a Comment