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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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Capital measures
18.09.2015
Laakirchen, September 18, 2015. Miba AG was informed by its majority shareholder
Mitterbauer Beteiligungs-Aktiengesellschaft (MBAG) that within the context of
its voluntary public takeover offer to acquire all preferred shares of Miba AG
in free float, MBAG had increased the offer price from the previous level of EUR
550 per share to EUR 565. Shareholders who already submitted their shares to be
purchased will receive a supplementary payment of EUR 15 per share to equal the
increased offer price.
MBAG and Miba AG are currently preparing the delisting ("squeeze out") of Miba
AG. In this process which is simultaneously taking place, the offered buy-out
price was set at EUR 540 per share. The adoption of the resolution on the
approval of the squeeze out by an Extraordinary General Meeting is scheduled for
October 12, 2015. MBAG owns 100% of all ordinary shares of Miba AG with voting
rights.
MBAG justifies the increase of its offer price to EUR 565 per preferred share as
a means of sparing as many free float shareholders as possible as well as MBAG
itself from the necessity of a lengthy and costly review process on the squeeze
out price. It still considers the previous voluntary offer price of EUR 550 per
share to comprise an attractive bid in light of the fact that it is higher than
both the present valuation of the company at EUR 526 per share and the squeeze
out price of EUR 540 per share. The increase in the voluntary takeover bid is
possible because MBAG would prefer that the possible costs of a lengthy review
process focusing on the appropriateness of the squeeze out price be used instead
for the direct benefit of free float shareholders.
MBAG held 93.26% of the capital stock of Miba AG (after deducting treasury
shares) as at the end of August 2015. The new voluntary offer price within the
context of MBAG's takeover bid is 22.55% higher than the last stock exchange
price of the Miba share before the public announcement of the offer and 31.84%
above the average share price over the past six months.
end of ad-hoc-announcement
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The Miba Group
Miba AG, which is a listed company (WKN 872002), is one of Austria's leading
industrial and technology companies. Formed in Laakirchen in Upper Austria in
1927, the high-tech group today develops and manufactures its products at 22
sites in eleven countries. Miba products can be found in the passenger vehicles,
trucks, construction machinery, trains, ships, aircraft and power plants made or
built by the respective leading global manufacturers. The Company specializes in
engine bearings, friction materials, sintered components and coatings. In
addition, Miba manufactures passive electronic components such as resistors and
cooling systems which are needed, among other things, in power transmission
systems. Moreover, the Company develops and manufactures special machinery for
high-precision machining of large components. Miba employs more than 5,000
members of staff. Revenue in fiscal year 2014-2015 amounted to EUR 669.3
million, while profit before interest and tax (EBIT) was EUR 81.9 million.
Further inquiry note:
Mag. Valerie Weixlbaumer-Pekari
Head of Corporate Communications & Marketing Services
Tel.: +43/664/5416364
mailto:valerie.weixlbaumer@miba.com
Investoren/Analysten
MMag. Markus Hofer
CFO
Tel.: +43/7613/2541-1138
mailto:markus.hofer@miba.com
end of announcement euro adhoc
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issuer: Miba Aktiengesellschaft
Dr.Mitterbauer-Straße 3
A-4663 Laakirchen
phone: 07613/2541-0
FAX: 07613/2541-1010
mail: info@miba.com
WWW: www.miba.com
sector: Industrial Components
ISIN: AT0000734835
indexes: Standard Market Auction
stockmarkets: official market: Wien
language: English