Target company: WMF AG; Bidder: Finedining Capital GmbH
DUSSELDORF, Germany--(BUSINESS WIRE)--Announcement of the Decision to Launch a Voluntary Public Tender Offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, 'WpÜG')
Finedining Capital GmbH
c/o Hengeler Mueller
Leopoldstrasse 8-10 80802
registered in the commercial register of the local court (Amtsgericht) of Munich under HRB 199653.
73312 Geislingen an der Steige
Germany registered in the commercial register of the local court of Ulm (Amtsgericht) under HRB 540215.
ISIN: DE0007803033 (German Securities Identification Number (WKN) 780303)
Today, Finedining Capital GmbH (the 'Bidder'), a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P., decided to launch a voluntary public tender offer to the shareholders of WMF AG to acquire their preference bearer shares in WMF AG, each representing a pro-rata amount of the share capital of EUR 2.56 per share (the 'WMF Preference Shares' and each individually an 'WMF Preference Share') against payment of a cash consideration (the 'Tender Offer'). The Bidder intends to offer a cash consideration of EUR 53 per WMF Preference Share.
The offer document and further information relating to the Tender Offer will be published on the internet at www.finedining-offer.com.
The Bidder intends to exclude the minority shareholders of the Target in accordance with Sec. 327a et seqq. of the German Stock Corporation Act (Aktiengesetz) - if applicable, in conjunction with Sec. 62 para. 5 of the German Transformation Act (Umwandlungsgesetz) - (hereinafter the 'Squeeze-out'), provided that the Bidder's stake in the share capital of the Target (excluding treasury shares held by the Target) after settlement of the Tender Offer and closing of the Investment Agreement as described below is at least 90% (Squeeze-out pursuant to transformation law) or 95% (Squeeze-out pursuant to stock corporation law).
As of today, the Bidder holds a total of 6,985,411 ordinary and preference shares of the Target (approximately 49.90% of the share capital of the Target including treasury shares). Finedining (Cayman) Limited, an indirect 100% shareholder of the Bidder, today entered into an agreement with FIBA Beteiligungs- und Anlage GmbH, registered in the companies' register (Firmenbuch) of the Republic of Austria under no. FN 236576 g, which provides that FIBA Beteiligungs- und Anlage GmbH will sell to the Bidder the 2,340,000 ordinary bearer shares of the Target it currently holds (approximately 16.71% of the share capital of the Target including treasury shares) and will acquire in this context a shareholding in another indirect 100% shareholder of the Bidder (the 'Investment Agreement'; together with the Tender Offer, the 'Overall Transaction').
The Tender Offer will be made on and subject to the terms and conditions to be set out in the offer document and will be subject to the condition that clearance is given for the Overall Transaction by the competent cartel authorities and that a minimum shareholding is achieved which, taking into consideration further share purchases by the Bidder (including the agreed acquisition of the share package of FIBA Beteiligungs- und Anlage GmbH), is at least required in order to enable the implementation of a Squeeze-out following the Tender Offer.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in WMF AG or any other security. The offer document and the information contained therein shall have sole relevance in respect of the Tender Offer. Investors and shareholders of WMF AG are advised to read all documents relevant to the Tender Offer that are published by Finedining Capital GmbH because they will contain important information. Investors and shareholders of WMF AG will be able to receive the offer document as well as other documents pertaining to the Tender Offer from the website www.finedining-offer.com once these become available.
To the extent permissible under applicable law or regulation, Finedining Capital GmbH or its brokers may purchase, or conclude agreements to purchase, shares of WMF AG directly or indirectly, outside the public tender offer, before, during or after the period in which the offer remains open for acceptance. These transactions may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed to the extent required by applicable law or regulation in Germany or in the United States.
This announcement may contain forward-looking statements, including statements relating to the Tender Offer. These statements are based on the current expectations of the management of Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG and are subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. These potential risks, uncertainties and changes in circumstances that could cause actual results to differ from those expected include, among others, risks related to the settlement of the Tender Offer. Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG do not assume any obligation to update the forward-looking statements to reflect actual results or events, framework conditions, assumptions or other factors.
Finedining Capital GmbH
Listing: Regulated market in Frankfurt (General Standard), and Stuttgart; over the counter market in Berlin, Düsseldorf, Hamburg and Munich