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Introduction of a holding structure for the BKW Group
Exchange offer successful
Bern (ots) - With the aim of introducing a holding structure, BKW Inc. submitted a public exchange offer on 3 October 2011 for a 1:1 exchange of all BKW FMB Energy Ltd. registered shares in free float. In return for each tendered share in BKW FMB Energy Ltd., shareholders of BKW FMB Energy Ltd. will receive one new share in BKW Inc. with the same par value. The definitive interim results are now available. With 51,108,055 shares in BKW FMB Energy Ltd. having been tendered, BKW Inc. now holds 96.87% and has declared the share exchange as effected. The remaining untendered shares in BKW FMB Energy Ltd. can still be exchanged for shares in BKW Inc., the new holding company, during an extended acceptance period.
By the time the offer expired at 16:00 Central European Time (CET) on 14 November 2011, 51,108,055 BKW FMB Energy Ltd. shares had been tendered to BKW Inc. This corresponds to 96.87% of all BKW FMB Energy Ltd. shares, excluding the 40,000 shares in BKW FMB Energy Ltd. already held by BKW Inc. prior to the offer. Including these shares, BKW Inc. holds 51,148,055 BKW FMB Energy Ltd. shares, corresponding to 96.87% of the shares/voting rights registered in the Commercial Register. This means that all the conditions listed in the offer prospectus have been met and the offer has been effected.
In accordance with the offer prospectus, a period of ten trading days has now been set for subsequent acceptance of the offer (extended acceptance period). This extended acceptance period lasts from 18 November 2011 to 16:00 CET on 1 December 2011. Shareholders wishing to accept the offer during the extended acceptance period are requested to follow the instructions of their custodian bank. The offer restrictions outlined in the offer prospectus remain in force. On completion of the swap offer, the new registered shares in BKW Inc. will be allocated. This is scheduled for 12 December 2011 unless completion of the swap offer is postponed under the relevant provisions in the offer prospectus. BKW Inc. shares have been approved for listing on the SIX Swiss Exchange and the BX Berne eXchange, also starting on 12 December 2011.
The formal advertisement of the definitive results, the offer prospectus as well as additional information related to the offer are available online at www.bkw-fmb.ch/umtauschangebot. They can also be ordered free of charge by e-mailing email@example.com. A printed copy of the offer prospectus in French and/or German can be ordered free of charge from UBS AG, the financial advisor and tender agent bank of the swap offer, at UBS AG, Prospectus Library, PO Box, CH-8098 Zürich (Tel.: +41 (0)44 239 47 03; Fax: +41 (0)44 239 69 14; E-Mail: firstname.lastname@example.org .
This press release is issued in German, French, English and Italian. The German version is authoritative.
The ability of BKW FMB AG shareholders who are not resident in Switzerland to accept the exchange offer to be launched for shares of BKW FMB AG in return for shares of BKW AG may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. The exchange offer will not be made, directly or indirectly, in or into any jurisdiction outside Switzerland where to do so would violate the laws of that jurisdiction or would require the preparation of a prospectus or registration or other qualification of the shares of BKW AG. This release is for information purposes only and is not an offer of securities for sale, or the solicitation of an offer to acquire shares of BKW AG, in any jurisdiction, including the United States.
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