DGAP-WpÜG: Takeover Offer; DE000A2G8XX3
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Target company: Godewind Immobilien AG; Bidder: Covivio X-Tend AG Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. NOT A RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Publication pursuant to Sec. 10 para. 1 in conjunction with Sec. 29 para. 1 and Sec. 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) Bidder: Covivio X-Tend AG Knesebeckstraße 3 10623 Berlin, Germany registered in the commercial register of the local court (Amtsgericht) Berlin-Charlottenburg under HRB 214597 B Target company: Godewind Immobilien AG Taunusanlage 8 60329 Frankfurt am Main, Germany registered in the commercial register of the local court Frankfurt am Main under HRB 111649 ISIN: DE000A2G8XX3 On February 13, 2020, Covivio X-Tend AG (the 'Bidder'), a wholly owned subsidiary of Covivio S.A., decided to make a voluntary public takeover offer to shareholders of Godewind Immobilien AG ('Godewind') to acquire their registered shares in Godewind Immobilien AG, each share representing a pro rata amount of the registered share capital of EUR 1.00 (the 'Godewind-Shares'), against payment of a cash consideration of EUR 6.40 per Godewind-Share (the 'Takeover Offer'). The Bidder, Covivio S.A. and Godewind entered into a business combination agreement, which addresses the key terms of the Takeover Offer as well as the mutual intentions and common understandings of the parties with respect to the Takeover Offer. On the basis of the business combination agreement, the management board and supervisory board of Godewind will support the Takeover Offer. In order to secure the transaction, the Bidder entered into share purchase agreements with various shareholders of Godewind, in which these shareholders committed themselves to transfer their Godewind-Shares against payment of a purchase price of EUR 6.40 per Godewind-Share. The share purchase agreements, together with secured treasury shares and exercised options, cover up to approximately 35% of Godewind's fully diluted share capital and are subject to certain closing conditions (in particular merger clearance by the German Federal Cartel Office (Bundeskartellamt)), but cannot be terminated unilaterally by either party. The Bidder intends to conduct the Takeover Offer in the form of a compensation offer (Sec. 39 para. 2 and 3 German Stock Exchange Act (Börsengesetz, BörsG)) required for a delisting of the Godewind-Shares from the regulated market of the Frankfurt Stock Exchange and has therefore concluded corresponding agreements with Godewind. The final terms and conditions of the Takeover Offer will be set forth in the offer document and may, to the extent legally permissible, deviate from the conditions and other key parameters described herein. The offer document as well as further announcements relating to the Takeover Offer will be published on the internet under www.x-tend- angebot.de . Important notice This announcement is for information purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of Godewind Immobilien AG (the 'Company'). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, Covivio X-Tend AG (the 'Bidder') reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information. The public takeover offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers with a limited U.S. shareholder base. The public takeover offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the public takeover offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document, as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward- looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors. Berlin, February 13, 2020 Covivio X-Tend AG End of WpÜG announcement End of WpÜG announcement The 13.02.2020 DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Tradegate Excahnge
(END) Dow Jones Newswires
February 13, 2020 12:01 ET ( 17:01 GMT)
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