euro adhoc: Böhler-Uddeholm AG
Mergers - Acquisitions - Takeovers /
Böhler-Uddeholm starts capital increase and offering of
treasury shares on Tuesday, May 19, 2005
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
17.05.2005
Böhler-Uddeholm starts capital increase and offering of treasury shares on May 19, 2005
) Capital increase with 6:1 subscription rights and offering of treasury shares ) Proceeds from the transaction will be used to finance the acquisition of Edelstahlwerke Buderus AG and strengthen the capital base for further growth
Vienna, May 17, 2005 - Böhler-Uddeholm AG (Vienna Stock Exchange: BUD, Reuters: BHLR.VI, Bloomberg: BUD AV), which was fully privatized in 2003, will start a capital increase and offering of treasury shares on Thursday, May 19, 2005. As previously announced, the proceeds from this transaction will be used to finance the acquisition of Edelstahlwerke Buderus AG and to strengthen the Company's capital base for further growth.
The Management Board of Böhler-Uddeholm AG has authorized, with the approval of the Supervisory Board, the issue of up to 1,750,000 new shares. In addition to the new shares, up to 451,900 existing treasury shares will also be offered for sale through a public offering in Austria and a global private placement under Regulation S outside the US and a private placement to QIBs only under Rule 144A within the US. Furthermore, BU Industrieholding GmbH has granted an over-allotment option (greenshoe) of up to 150,000 existing shares. For the transaction Böhler-Uddeholm has mandated CAIB/Bank Austria Creditanstalt as global coordinator and sole bookrunner together with Deutsche Bank, as joint lead manager.
Overview of the transaction This offering is an offering of an aggregate number of up to 2,201,900 common bearer shares of Böhler-Uddeholm AG, and consists of up to 1,750,000 new shares from the capital increase and up to 451,900 shares of the Companys treasury stock. In addition, the BU Industrieholding GmbH has granted an over-allotment option (greenshoe) of up to 150,000 existing shares.
The capital increase of up to 1,750,000 new shares is structured to combine a subscription offer with a global share placement. Shareholders may subscribe one new share for every six existing shares held. Shares not purchased in connection with the subscription offer will be offered to investors in the form of a global private placement. In addition to such new shares, up to 451,900 shares of treasury stock will also be offered for sale as part of the global share placement. The final subscription price will equal the global offering price.
The subscription period for the new shares will commence on May 19 and end on June 2, 2005. A book-building procedure will be conducted simultaneously in connection with the global offering. The final subscription and offering price will be announced on or around June 3, 2005 and will be based on the closing stock market price on June 2, 2005. Trading for the new shares is expected to commence on or around June 8, 2005.
BU Industrieholding GmbH has agreed not to exercise its subscription rights, which will reduce its stake in Böhler-Uddeholm AG from the current level of 25.6% to approximately 21% if all of the offered shares are sold and the over-allotment option (greenshoe) is exercised in full. The free float of Böhler-Uddeholm AG would then increase accordingly from a current level of 70.3% to approximately 79%.
More flexibility for further growth Böhler-Uddeholm, one of the worlds leading special steel manufacturers, intends to use the proceeds from this offering to finance a sustainable growth strategy. In particular, funds generated by this transaction will be used to finance the acquisition of Edelstahlwerke Buderus AG and to strengthen the Company's capital base. As previously announced, negotiations between Böhler-Uddeholm AG and Robert Bosch GmbH for the acquisition of Edelstahlwerke Buderus AG (Wetzlar, Germany) were concluded on March 31, 2005 with the signing of a purchase agreement. The closing of this acquisition remains subject to approval from the European Commission. This acquisition represents the largest takeover in the history of Böhler-Uddeholm to date. It will allow the Group to further complement and extend its product ranges in the High Performance Metals, Precision Strip and Special Forgings Divisions.
The Management Board of Böhler-Uddeholm AG expects this share offering to improve the Group's gearing ratio to the target level of 40 - 50% after the implementation of the Edelstahlwerke Buderus acquisition and taking into account a continuation of an attractive dividend policy. Claus J. Raidl, CEO of Böhler-Uddeholm AG, commented on the contemplated share offering by stating: "We are pleased to offer Austrian and international investors shares in our Company through this capital markets transaction. The expected proceeds from such share offering will provide us with greater flexibility and more financial power going forward, and enable us to continue our successful strategy for future growth."
For additional information contact: BÖHLER-UDDEHOLM AG Investor Relations & Group Communications Randolf Fochler Telephone: +43 1 798 69 01-707
Disclaimer:
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF BOEHLER-UDDEHOLM AG HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
This document does not constitute a public offer to purchase or sell nor a solicitation to make a purchase or subscription for shares of Böhler-Uddeholm AG nor may the information contained in this document be construed to contain such information. Any offer to purchase or subscribe for shares of Böhler-Uddeholm AG received before May 19, 2005 will be rejected by Böhler-Uddeholm AG and the Joint Lead Managers.
end of announcement euro adhoc 17.05.2005 17:00:00
Further inquiry note:
Böhler-Uddeholm AG
Investor Relations & Corporate Communications
Dr. Randolf Fochler
Telefon:(+43-1)798 69 01/707
http://www.bohler-uddeholm.com
Branche: Iron & Steel
ISIN: AT0000903851
WKN: 90385
Index: ATX Prime, ATX
Börsen: Wiener Börse AG / official dealing