BEIJING--(BUSINESS WIRE)--AVIC International Beijing Company Limited ('AVIC') is pleased to announce the following
- Today, AVIC International Engineering Holdings Pte. Ltd. ('AVIC Engineering'), a wholly owned subsidiary of us, entered into share purchase agreements with IAT Reinsurance Company Ltd., Occidental Fire & Casualty Company of North Carolina, Harco National Insurance Company, Transguard Insurance Company of America, Inc., Acceptance Casualty Insurance Company, Acceptance Indemnity Insurance Company, Bermuda Partners, L.P., Wilshire Insurance Company Ltd., JC Kellogg Foundation, MFC Industrial Ltd., True Heritage Limited and Peter and Cynthia Kellogg Foundation as sellers for the purchase of in the aggregate 19.03% of the shares of German company KHD Humboldt Wedag International AG ('KHD').
On completion of these transactions, AVIC will hold in aggregate 39.03% of the shares in KHD.
- At the same time, AVIC Engineering, acting in concert and together with Europe Project Management Pte. Ltd., Europe Technology Pte. Ltd., Europe Engineering Holdings Pte. Ltd., published the decision to make an offer to the shareholders of KHD ('KHD Shareholders') to acquire all of the remaining KHD shares by way of a voluntary public takeover offer ('Takeover Offer'). The publication is available under www.avicgo1.de
- The Takeover Offer will be a cash offer to all KHD Shareholders at an offer price of EUR 6.45 per share.
Mr Diao, president of AVIC Beijing Company Ltd commented: 'This addresses the unclear ownership picture and is a long-term investment for us. A more stable shareholder base will benefit KHD's worldwide employees, customers, suppliers and financing partners and KHD will continue providing environmental friendly and state-of-the-arts products and services.'
Mr Diao continued: 'We expect that the Takeover Offer will be widely accepted. We would like to emphasize that neither the share purchase agreements, nor the Takeover Offer, are conditional upon a minimum acceptance level. Upon completion of the Takeover Offer, we will be pleased if all of the shares of KHD have been acquired. If not we will support KHD as its lead shareholder.'
The AVIC Group ranks 212 amongst Fortune Global 500. Its business units cover, amongst others, defense, transport aircraft, engine, helicopter, avionics and systems, general aviation, aviation research, flight test, trade and logistics, assets management, finance services, engineering planning and construction and engineering, procurement and construction, automobile and shipping. Furthermore, the AVIC Group is engaged in air-conditioning equipment, general electronics, recycling, alternative energy, aircraft rental service, transportation and logistics, medical care, construction, real estate development, shopping malls and other sectors of the service industry. It owns more than 2,000 member companies, over 25 listed companies and has approximately 400,000 employees.
For further information please go to www.avic.com.cn
Important legal information / Disclaimer
This announcement does not constitute an invitation to make an offer to sell KHD Shares. With the exception of the offer document, announcements do not constitute an offer to purchase KHD shares and are not for the purposes of the bidders making any representations or entering into any other binding legal commitments. An offer to purchase shares in KHD Humboldt Wedag International AG is solely made by the offer document as approved by the Federal Supervisory Authority (BaFin) and is exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described in this announcement. To the extent legally permissible, the bidders reserve the right to change the terms and conditions of the Takeover Offer. KHD Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer, since they contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the Takeover Offer itself.
The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer ('WpÜG Offer Regulation'). The Takeover Offer is not executed according to the provisions of jurisdictions (including the jurisdictions of the United States of America, Canada, Australia, and Japan) other than the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. KHD Shareholders cannot rely on having recourse to provisions for the protection of investors according to another jurisdiction than that of the Federal Republic of Germany. Any agreement that is concluded on the basis of this Takeover Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.