Derby Cycle AG

EANS-Adhoc: Derby Cycle AG and Pon Holdings B.V. agree to strategic cooperation and a takeover offer for Derby Cycle

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  ad-hoc disclosure pursuant to section 15 of the WpHG 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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Contracts

21.09.2011

Cloppenburg, September 21, 2011 - Derby Cycle AG and Pon Holdings B.V.
(hereinafter called "Pon") based in Almere in the Netherlands and its
wholly-owned subsidiary Pon Holding Germany GmbH have today signed a Business
Combination Agreement (hereinafter called the "BCA") and have thus entered into
a strategic cooperation. In addition, Pon Holding Germany GmbH has committed
itself in the BCA that it will make a voluntary public offer pursuant to
Sections 29 ff. of the German Securities Acquisition and Takeover Act (WpÜG) to
all shareholders in Derby Cycle AG. In return, Derby Cycle AG shareholders are
to be offered a consideration of EUR 28.00 per share in cash. 

Under the terms of the BCA, the offer will be subject to a small number of
conditions only, including in particular the approval of the merger by the
responsible anti-trust authorities and an acceptance rate of 50% of the capital
stock and voting rights in Derby Cycle AG plus one share. It is further agreed
under the BCA that Pon will not seek to make any changes to the composition of
the Management Board of Derby Cycle. In addition, it is intended that Derby
Cycle AG should retain its independence and stock market listing for at least 18
months. Thus, the parties agreed to exclude entry into a control and/or profit
transfer agreement as well as a squeeze-out for the same time period.
Furthermore, Pon has declared to financially support Derby Cycle in its future
aspired growth, in particular in the case that Derby Cycle should realize a
currently considered acquisition.

Derby Cycle expects the offer documents to be published by Pon Holding Germany
GmbH and the acceptance period to commence in the course of the next weeks. The
acceptance period is intended to last a maximum of five weeks. The offer price
values Derby Cycle AG`s share capital at a total of 
EUR 210.0 million.

Further information:
ISIN: DE000A1H6HN1
German Security Code Number (WKN): A1H6HN
Exchange: Regulated Market (Prime Standard), Frankfurt

Derby Cycle AG 
Siemensstrasse 1-3
49661 Cloppenburg, Germany 

< End of ad hoc announcement >


Further inquiry note:
cometis AG 
Unter den Eichen 7 
65195 Wiesbaden
www.cometis.de

Dominic Großmann / Tobias Eberle
Telefon: +49 (0)611-20 58 55-15 / -25
E-Mail: grossmann@cometis.de

end of announcement                               euro adhoc 
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issuer:      Derby Cycle AG
             Siemensstr. 1-3
             D-49661 Cloppenburg
phone:       +49-4471-966-238
FAX:         +49-4471-966-44820
mail:     u.boegershausen@derby-cycle.de
WWW:      http://www.derby-cycle.de
sector:      Consumer Goods
ISIN:        DE000A1H6HN1
indexes:     SDAX
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
             Hamburg, Stuttgart, Düsseldorf, München 
language:   English
 



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