AVIC International Beijing Company Limited Announces Successful Completion of a Voluntary Public Takeover Offer for Shares in...
27 Dezember 2013 - 1:48PM
Business Wire
- Takeover offer was conducted jointly by an indirectly
wholly-owned subsidiary of AVIC International Beijing Company Ltd.
and three other bidders
- Takeover offer accepted for 20,112,785 KHD shares (40.465 % of
KHD's total share capital)
- Additional 9,456,353 KHD shares (19.03 % of KHD's total share
capital) acquired by individual share purchase agreements outside
the takeover offer
- The condition precedent of the takeover offer and the share
purchase agreements has been fulfilled: Turkish merger control
clearance has been obtained
- Additional Acceptance Period starts on 30 December 2013 and
ends on 13 January 2014, 24:00 hours local time in Frankfurt am
Main, Germany
AVIC International Beijing Company Limited ('AVIC') is pleased
to announce the following:
The joint takeover offer of AVIC International Engineering
Holdings Pte. Ltd. ('AVIC Engineering'), an indirectly wholly-owned
subsidiary of AVIC and Europe Project Management Pte. Ltd., Europe
Technology Pte. Ltd. and Europe Engineering Holdings Pte. Ltd., to
acquire no-par value ordinary bearer shares in KHD Humboldt Wedag
International AG ('KHD') (FWB:KWG) (OTCBB:KHDHF) was accepted for
20,112,785 shares (40.465 % of total share capital). In addition,
the joint bidders have acquired further 19.03 % of KHD shares by
individual share purchase agreements dated October 11, 2013
concluded with several shareholders outside the offer. The Turkish
Competition Board has approved the transaction on December 26,
2013. Settlement of the offer is scheduled to be executed on
January 7, 2014, closing of the share purchase agreements will
happen in due course. AVIC will indirectly hold a total of
39,509,853 shares (79.491 %) of the share capital. This is due to
the fact that AVIC already indirectly owns a total of approx. 20 %
of the shares in KHD through its subsidiary Max Glory. As a result,
the bidders - and indirectly AVIC - are now majority shareholders
of KHD.
Mr Diao, president of AVIC, is pleased about the successful
takeover of KHD and comments: 'The level of acceptance of KHD
shareholders in the course of the offer expresses the fairness of
the price premium we have offered to them.' The joint bidders
offered a cash consideration of EUR 6.45 per KHD share. The offer
price included a premium of approx. 35 % on the weighted average
domestic stock exchange price for KHD shares in the three-month
period prior to the publication of the decision to launch the
takeover offer on October 11. Thus, the total price for the
acquisition, including the share purchase agreements and the shares
tendered during the offer period, amounts to EUR 190,720,940.10.
Already in 2010, AVIC and KHD entered into an exclusive cooperation
agreement. The takeover will contribute to the intensification of
the cooperation, to the transformation of the KHD Group into a
stable ownership structure, and to the further development of its
strategy and position in the market. Mr Diao underlines the
positive effect of the takeover: 'Our commitment is long-term. We
will not only maintain KHD's business activity - our clear target
is to extend the business operations and to continue the growth
strategy.'
Further information on the completed voluntary public takeover
offer is available on the internet at www.avicgo1.de.
About AVIC
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, except for the merger control clearance
procedure before the Turkish competition authority and the
approvals of The Stock Exchange of Hong Kong Limited as described
in the offer document, 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 refer to provisions for the protection of
investors of jurisdictions other than those of the Federal Republic
of Germany. Any agreement that is concluded on the basis of the
acceptance of the Takeover Offer will be exclusively governed by
the laws of the Federal Republic of Germany and shall be
interpreted in accordance with them.
AVICMs Ada ZhangT: +86 10 849 71051E: zhangm@caticbj.com.cn
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