DGAP-News: Vue Entertainment starts Public Takeover Offer for CinemaxX AG
(firmenpresse) - DGAP-News: Vue Entertainment International Limited / Key word(s):
Acquisition
Vue Entertainment starts Public Takeover Offer for CinemaxX AG
06.08.2012 / 09:30
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- Acceptance Period from August 6, 2012 until September 3, 2012
- Additional Acceptance Period presumably from September 7, 2012 until
September 20, 2012
- Offer price of EUR 6.45 per share in cash represents a premium of 45
percent on the closing share price of CinemaxX AG on July 9, 2012
- Vue has already secured 91.3 percent of all CinemaxX shares through the
agreement with Dr. Herbert Kloiber and share purchases on the market
- Daily settlement option for shareholders tendering their shares
- Offer unconditional - Clearance by the German Federal Cartel Office has
already been obtained
London / Hamburg, August 6, 2012. -
Vue Beteiligungs AG (the 'Bidder'), a subsidiary of Vue Entertainment, a
leading developer and operator of multiplex cinemas based in the UK, today
published the offer document for its voluntary public takeover offer to the
shareholders of CinemaxX AG. Shareholders of CinemaxX AG are now invited to
accept the offer and tender their shares. The acceptance period commences
on August 6, 2012 and expires on September 3, 2012 at 24 hrs local time
Frankfurt, Germany. The additional acceptance period is expected to
commence on September 7, 2012 and to expire on September 20, 2012 at 24 hrs
local time Frankfurt, Germany. Shareholders tendering their shares into the
offer will have the opportunity to choose a daily settlement option, which
enables them to convert their shares into cash on a daily basis, subject to
certain conditions set forth in the offer document, instead of having to
wait for a settlement after the expiration of the acceptance period.
Vue Beteiligungs AG has already secured approximately 91.3 percent of all
CinemaxX shares. The Bidder has agreed to acquiring in the takeover offer
the 22,806,450 shares held by Dr. Kloiber and Dr. Kloiber
Vermögensverwaltungsgesellschaft mbH&Co. Beteiligungs KG, representing
84.59 percent of the share capital of CinemaxX AG. In addition, the Bidder
has purchased 6.76 percent of the shares on the market at a price of EUR
6.45 per share or less.
The offer price of EUR 6.45 per share in cash represents a premium of 45
percent on the closing share price of CinemaxX AG on July 9, 2012 and of 56
percent on the share's weighted average trading price over the last three
months (Frankfurt) before the announcement of the offer. The publication of
the offer document was approved by the German Federal Financial Supervisory
Authority (BaFin) in accordance with the German Securities Acquisition and
Takeover Act. The offer document is now available on www.vue-offer.com and
www.vue-angebot.com and during normal working hours and free of charge at
Joh. Berenberg, Gossler&Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg,
Germany. Acceptance of the offer must be declared in writing to the
shareholder's custodian bank and in accordance the offer document. Joh.
Berenberg, Gossler&Co. KG, Hamburg, will act as the central settlement
agent. The transaction has been cleared by the German Federal Cartel Office
on July 20, 2012, and the offer is therefore unconditional.
On July 10, 2012, the Bidder announced its intention to launch a voluntary
public takeover offer for all outstanding shares of CinemaxX AG. By
combining two major cinema operators Vue Entertainment will make the
important strategic move to create a new Pan-European cinema group covering
the UK, Ireland, Germany, Denmark and Portugal. The combined group will
operate 119 state-of-the-art multiplex cinemas with close to 1,100 screens,
over 230,000 seats, over 5,100 employees and over 55 million attendances
per annum.
For more information: www.vue-offer.com
Media contact in Germany:
FTI Consulting
Katharina Forster
T: +49 69 92037-114
katharina.forster(at)fticonsulting.com
Media contact in UK:
Clarion Communications
Matt Stokoe
T: +44 207 343 3124
mstokoe(at)clarioncomms.co.uk
Shelley Wyatt
T: +44 207 343 3129
swyatt(at)clarioncomms.co.uk
Important legal information
This publication does not constitute an offer to buy shares, nor is it a
solicitation to sell, shares of CinemaxX Aktiengesellschaft. The final
conditions as well as other terms of the tender offer are contained in the
offer document which has been published following approval of its
publication by the German Federal Financial Supervisory Authority (BaFin)
on July 3rd, 2012. Investors as well as shareholders of CinemaxX
Aktiengesellschaft are strongly advised to read the offer document and all
other documentation that relates to the voluntary public tender offer as
soon as they have been published as they may contain important information.
The offer relates to shares in a German company and is exclusively subject
to the legal provisions of the Federal Republic of Germany on the
implementation of such an offer. Hence, the Bidder and the persons acting
in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG neither will
apply for any further announcements, registrations, authorizations or
permissions of the offer document or of the offer by regulatory authorities
for securities trading or similar authorities outside the Federal Republic
of Germany, nor are such announcements, registrations, authorizations or
permissions intended.
As far as announcements or information contain forward-looking statements
these do not constitute statements of facts and are identified by words
such as 'expects', 'believes', 'attempts', 'estimates', 'intends',
'assumes', 'aspires' and similar expressions. Such statements express the
intentions, opinions or current expectations and assumptions of the Bidder
and the persons acting in concert with the Bidder pursuant to Section 2
Para. 5 WpÜG, for example with regard to the potential consequences of the
offer for CinemaxX Aktiengesellschaft and for those CinemaxX shareholders
who choose not to accept the offer or for future financial results of
CinemaxX Aktiengesellschaft. Such forward-looking statements are based on
current plans, estimates and forecasts which the Bidder and the persons
acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG have
made to the best of their knowledge, without claiming to be correct in the
future, and speak only as of the date on which they are made. It should be
kept in mind that actual events or consequences may differ materially from
those contained in or expressed by such forward-looking statements.
Forward-looking statements are subject to risks and uncertainties, e.g.,
changes in business, economic and competitive conditions, regulatory
reforms, uncertainties in litigation or investigative proceedings, and the
ability of financing, and usually cannot be influenced by the Bidder or the
persons acting in concert with the Bidder pursuant to Section 2 Para. 5
WpÜG. If any of these risks and uncertainties materialize, or if the
assumptions underlying any of the forward-looking statements prove to be
incorrect, the actual results may be materially different from those
expressed or implied by such statements. The Bidder draws attention to the
fact, that it will update information, including the forward-looking
statements, documents and announcements on the respective website only in
so far as it is required to doso under the applicable law and that it
accepts no responsibility or duty to update any such information and
reserves the right to add to, remove or amend any information reproduced on
the respective website at any time.
The publication, dispatch, distribution or dissemination of information
connected with the offer document or other documents connected with the
offer outside the Federal Republic of Germany may be subject to legal
restrictions.
End of Corporate News
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06.08.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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