Disclosure of an inside information acc. to Article 17 of the Regulation (EU) No 596/2014
Hamburg, 31 January 2025 – ENCAVIS AG (ISIN: DE0006095003, ticker symbol: ECV) (“Encavis” or the “Company”) announces that Elbe BidCo AG has today informed the Company’s management board of its intention to carry out a merger squeeze-out of the Company’s remaining minority shareholders in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz). Elbe BidCo AG has also proposed entering into negotiations with the Company’s Management Board regarding the conclusion of a merger agreement.
Elbe BidCo AG currently holds approximately 87.73% of Encavis shares. According to information by Elbe BidCo AG published in the Federal Gazette, the public delisting offer of Elbe BidCo AG made to the Encavis shareholders (“Delisting Offer”) has to date been accepted in an amount of approximately 3.39%, therefore, Elbe BidCo AG has already secured a total of approximately 91.12% of the Encavis shares. By the end of 31 January 2024 the acceptance period for the Delisting Offer will end, with the final results expected to be published on 5 February 2025 and the settlement of the Delisting Offer to occur shortly thereafter.
Elbe BidCo AG has also announced that, following the settlement of the Delisting Offer, it will immediately repeat its request for the Company’s general meeting to resolve, within three months of the conclusion of the merger agreement, on the transfer of the Encavis shares of the Company’s remaining minority shareholders to Elbe BidCo AG as principal shareholder in return for an appropriate cash settlement. The amount of the cash settlement will be determined at a later date.
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