MUNICH--(BUSINESS WIRE)--On 14 July 2014, Finedining Capital GmbH, Munich, (the “Bidder”) published the offer document for its voluntary public tender offer (the "Tender Offer") to the preference shareholders of WMF AG, Geislingen an der Steige, (“WMF”, the preference shareholders “WMF Preference Shareholders”) for the acquisition of all of their non-voting preference bearer shares of WMF with a notional interest in the share capital of EUR 2.56 per share (ISIN DE0007803033) (“WMF Preference Shares”) at a purchase price of EUR 53.00 in cash per WMF Preference Share. The purchase price has been increased to EUR 58.00 by the bidder. The amendment to the offer document has been published on 6 August 2014. The extended period for acceptance of the Tender Offer expired on 25 August 2014, 24:00 hours (Local Time Frankfurt). The share capital of WMF currently amounts to EUR 35,840,000.00, divided into 4,666,600 WMF Preference Shares and 9,333,400 ordinary bearer shares of WMF with a notional value of EUR 2.56 per share (“WMF Ordinary Shares”, together with the WMF Preference Shares “WMF Shares”). According to the information available to the Bidder, WMF holds 18.504 WMF Ordinary shares and 26.028 WMF Preference Shares in treasury.
I. Announcement regarding section 23 para. 1 sentence 1 no. 1 WpÜG
1. Until 25 August 2014, 24:00 (Local Time Frankfurt) (“Recording Date”), the Tender Offer has been accepted for a total of 3,237,692 WMF Preference Shares. This corresponds to approximately 69.38% of the WMF Preference Shares and to 23.13% of the total share capital of WMF.
2. On the Recording Date, the Bidder directly held 6,706,304 WMF Ordinary Shares. This corresponds to approximately 71.85% of the WMF Ordinary Shares and of the voting rights in WMF and approximately 72.00% of the voting rights after deduction of the WMF Ordinary Shares held in treasury by WMF and approximately 47.90% of the total share capital of WMF. In addition, the currently inactive voting rights attached to the WMF Ordinary Shares actually held in treasury by WMF amounting to 0.2% of the WMF Ordinary Shares corresponding to 0.13% of the total share capital of WMF have been attributed to the Bidder on the Recording Date pursuant to section 30 para. 1 sentence 1 no. 1 WpÜG.
3. In addition, the Bidder directly held 306,213 WMF Preference Shares on the Recording Date. This corresponds to approximately 6.56% of the WMF Preference Shares and approximately 2.19% of the total share capital of WMF. In addition, the Bidder purchased a total of 10,998 WMF Preference Shares on 25 August 2014 via the stock exchange. This corresponds to approximately 0.2357% of the WMF Preference Shares and approximately 0.0786% of the total share capital of WMF. Those WMF Ordinary Shares were transferred to the Bidder on 27 August 2014.
4. The voting rights attached to the 6,706,304 WMF Ordinary Shares directly held by the bidder and the voting rights to be attributed to the Bidder attached to the 18,504 WMF Ordinary Shares held in treasury by WMF have been attributed to the following persons acting jointly with the Bidder pursuant to section 30 para. 1 sentence 1 no. 1, sentence 3 WpÜG: KKR Management LLC; KKR & Co. L.P.; KKR Group Limited; KKR Group Holdings L.P.; KKR Fund Holdings GP Limited; KKR Fund Holdings L.P.; KKR Europe III Limited; KKR Associates Europe III, Limited Partnership; KKR European Fund III, Limited Partnership; KKR PI-II GP Limited; KKR Partners II (International), L.P.; Finedining (Cayman) Limited; Finedining S.à r.l.; Finedining Topco GmbH und Finedining Holdco GmbH.
5. FIBA Beteiligungs- und Anlage GmbH, Tiefgraben, Österreich (“FIBA”), acting jointly with the Bidder pursuant to section 2 para 5 WpÜG, directly held 2,340,000 WMF Ordinary Shares on the Recording Date. This corresponds to approximately 25.07% of the WMF Ordinary Shares and of the voting rights in WMF and approximately 25.12% of the voting rights after deduction of the WMF Ordinary Shares held in treasury by WMF and approximately 16.71% of the total share capital of WMF. The voting rights attached to the WMF Ordinary Shares directly held by FIBA have been attributed to the persons controlling FIBA pursuant to section 30 para. 1 sentence 1 no. 1, sentence 3 WpÜG, i.e. Mr Andreas Weißenbacher, WAB Privatstiftung and Dr. Wolfgang Hochsteger, who are also acting jointly with the Bidder pursuant to section 2 para. 5 WpÜG.
6. Based on an agreement concluded between Finedining (Cayman) Limited and FIBA, Finedining (Cayman) Limited, indirect sole shareholder of the Bidder, and its controlling entities (indirectly) hold an instrument pursuant to section 25a para. 1 sentence 1 WpHG which enables the purchase of 2,340,000 WMF Ordinary Shares held by FIBA by the Bidder – subject to the condition precedent of antitrust clearance and to the fulfillment of the conditions of the Tender Offer, provided these have not been waved. The number of voting rights to be notified by Finedining (Cayman) Limited and its controlling entities pursuant to section 25a para. 1 WpHG amounts to 97.12% of all existing voting rights (including voting rights attached to WMF Shares held in treasury by WMF to be attributed to the Bidder). The following persons acting jointly with the Bidder were obliged to disclose indirectly held instruments pursuant to section 25a para. 1 WpHG: KKR Management LLC; KKR & Co. L.P.; KKR Group Limited; KKR Group Holdings L.P.; KKR Fund Holdings GP Limited; KKR Fund Holdings L.P.; KKR Europe III Limited; KKR Associates Europe III, Limited Partnership; KKR European Fund III, Limited Partnership; KKR PI-II GP Limited und KKR Partners II (International), L.P.
7. In addition neither the Bidder, nor the persons acting jointly with the Bidder pursuant to section 2 para. 5 WpÜG, nor their subsidiaries held additional WMF Shares or financial instruments or other instruments pursuant to sections 25, 25a WpHG on the Reporting, according to the information available to the Bidder. No additional voting rights attached to WMF Shares have been attributed to those persons pursuant to section 30 WpÜG according to the information available to the Bidder.
8. The total number of WMF Preference Shares tendered until the Recording Date plus the WMF Shares directly held by the Bidder on the Recording Date and the WMF Preference Shares acquired on 25 August 2014 plus WMF Shares held by persons acting jointly with the Bidder pursuant to section 2 para. 5 WpÜG amounts to 12,645,739 WMF Shares (9,064,808 WMF Ordinary Shares and 3,580,931 WMF Preference Shares), including WMF Shares held in treasury by WMF. This corresponds to approximately 90.33% of the total issued share capital of WMF. With respect to the Minimum Shareholding according to section 12.1.2 of the offer document this corresponds to a shareholding of approximately 90.30% of the total issued share capital of WMF less WMF Shares held in treasury by WMF.
9. The total number of WMF Ordinary Shares directly held by the Bidder and by persons acting jointly with the Bidder pursuant to section 2 para. 5 WpÜG and their subsidiaries, and those WMF Ordinary Shares, bearing voting rights to be attributed to the Bidder or to persons acting jointly with the Bidder pursuant to section 2 para. 5 WpÜG or their subsidiaries pursuant to section 30 WpÜG, including currently inactive voting rights attached to the WMF Ordinary Shares held in treasury by WMF, amounts to 9,064,808 WMF Ordinary Shares. This corresponds to approximately 97.12% of all existing voting rights.
II. Fulfillment of Offer Condition and Settlement of the Tender Offer
1. According to Section 12.1 of the Offer Document the Tender Offer and the contracts entered into with the WMF Preference Shareholders as a result of it being accepted are subject to the conditions precedent outlined in Section 12.1.1 (a) to (c) and 12.1.2 of the Offer Document relating to clearances under merger control law and reaching of a minimum shareholding.
2. Following the fulfillment of the conditions precedent outlined in Section 12.1.1 (a) to (c) on 31 July 2014, 11 August 2014 and 5 August 2014, on 25 August 2014, the condition precedent outlined in Section 12.1.2 has also been fulfilled. At the end of the Acceptance Period the total number of WMF Preference Shares (i) tendered, (ii) the WMF Shares directly held by the Bidder or FIBA on the day of publication of the Offer Document and (iii) WMF Shares purchased by the bidder within the Acceptance Period outside the Tender Offer amounted to at least 90 per cent of the total issued share capital of WMF less WMF Shares held in treasury by WMF.
3. The settlement of the Tender Offer and the payment of the purchase price for WMF Preference Shares tendered within the Acceptance Period presumably will take place on 3 September 2014
Munich, 28 August 2014
Finedining Capital GmbH