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05.12.2016 – 19:11

Highlight Communications AG

DGAP-Adhoc: Statement of the Board of Directors of Highlight Communications AG on the Takeover Bid by Dr. Dieter Hahn from December 5, 2016

DGAP-Ad-hoc: Highlight Communications AG / Key word(s): Miscellaneous
Statement of the Board of Directors of Highlight Communications AG on the
Takeover Bid by Dr. Dieter Hahn from December 5, 2016

05.12.2016 / 19:08
Disclosure of an inside information according to Article 17 MAR.
The issuer is solely responsible for the content of this announcement.

Dr. Dieter Hahn informed us today that under certain conditions he and KF15 GmbH
and DHV GmbH would consider making an offer of EUR 6 per free share of Highlight
Communications AG and an offer to acquire all shares of Constantin Medien AG at
a price of EUR 2.30 per share of Constantin Medien AG. However, he attaches two
conditions to an actual future offer: a) the performance of due diligence, and
b) the reversal of a loan between Constantin Medien AG and Stella Finanz AG,
Glarus. Dr. Dieter Hahn did not provide any proof of the necessary funds for an
offer of this kind.

In this regard, the Board of Directors of Highlight Communications AG notes the
If Dr. Hahn, KF15 GmbH and DHV - or any other third party - actually publish a
takeover bid in the future that is formulated in accordance with the applicable
regulations and approved by the German Federal Financial Supervisory Authority
(BaFin) after furnishing proof of sufficient funds, then the Board of Directors
of Highlight Communications AG will duly deal with this bid in the interests of
the company and all shareholders.

Dr. Dieter Hahn demonstrably did not submit such a bid satisfying the legal
requirements today. It is not clear that he can furnish proof of funds, nor is
his "bid" based on serious conditions.

The reversal of the loan between Constantin Medien AG and Stella Finanz AG that
he demands as a condition for a future offer is currently the subject of legal
disputes in Switzerland and Germany between the parties to the loan agreement.
Highlight Communications AG is not involved in this and therefore cannot fulfill
the requested condition. The Board of Directors of Highlight Communications AG
cannot tell to what extent a judicial clarification can be reached in the
foreseeable future, especially since - according to the information available to
Highlight Communications AG - Constantin Medien AG is probably not currently
entitled to demand the reversal of the loan, which is presumably not due before
the middle of next year, in the requested manner. It also is not possible to
tell whether the parties can reach an out-of-court agreement, or whether
building up pressure on Stella Finanz AG associated with raising the prospect of
an offer and apparently intended is likely to bring about an agreement.

As such, it is evident that the conditions for an offer as proposed by Dr. Hahn
are not met. The fact that Dr. Hahn cites the performance of due diligence as a
condition for submitting the takeover bids he has proposed, even though he has
access to the relevant information at both target companies through his roles on
the Supervisory Board/the Board of Directors, also speaks for itself. The Board
of Directors leaves it to the shareholders to judge the seriousness of this

For further information:

Investor Relations
Netzibodenstrasse 23b
CH-4133 Pratteln
Tel.: +41-61-816 96 91

05.12.2016  The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at

Language: English

Company:  Highlight Communications AG

          Netzibodenstrasse 23b

          4133 Pratteln


Phone:    +41 61 816 96 96

Fax:      +41 61 816 67 67


ISIN:     CH0006539198

WKN:      920299

Listed:   Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial
Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart

End of News DGAP News Service
526965  05.12.2016