Tender offer for the preference shares of WMF AG increased - Acceptance period extended until 25 August 2014
München (ots) -
- Offer price increased to EUR 58 per preference share - Acceptance period extended until 25 August 2014 - The offer represents a premium of circa 22 per cent on the volume-weighted average price of the WMF preference share over the three-month reference period. It also represents a premium of circa 82 per cent on the price paid by Finedining Capital in 2012 in the context of its voluntary public takeover offer for the WMF preference shares. - As of today, shareholders have already accepted or undertaken to accept the offer for more than 35 per cent of the outstanding preference shares. This represents circa 47 per cent of the preference shares that are required to meet the offer condition.
6 August 2014 - Finedining Capital GmbH ("Finedining Capital"), a holding company indirectly controlled by funds advised by KKR (together with affiliates, "KKR"), has increased the tender offer price for all outstanding preference shares (ISIN DE0007803033) of WMF AG ("WMF") from EUR 53 to EUR 58 per share. The acceptance period has been extended to 25 August 2014 at midnight (CET). A further extension of the acceptance period by the bidder is legally not possible. Moreover, another possibility of an increase of the offer price is excluded from 9 August 2014. Apart from that, the voluntary public tender offer remains unchanged. As of today, shareholders have already accepted or undertaken to accept the offer for more than 35 per cent of the outstanding preference shares. This represents circa 47 per cent of the preference shares that are required to meet the offer condition. The bidder continues to expect settlement of the public tender offer to take place at the end of August after all antitrust clearances have been obtained. The German Federal Cartel Office has already approved the consummation of the transaction on 31 July 2014.
Under the terms of the amended tender offer, holders of WMF preference shares will receive a premium of circa 22 per cent on the volume weighted three-month average price of WMF's preference shares. The offer also represents a premium of circa 82 per cent on the price that Finedining Capital paid for the WMF preference shares in the context of the voluntary public takeover offer in 2012. For the last 40 years at least, the WMF preference share has never traded at the level of the current increased offer.
The aim is to achieve a participation of at least 90 per cent of WMF's stated capital to implement a squeeze-out of the minority shareholders against payment of adequate cash compensation. Hence, the offer is subject to the condition that through the offer, the combination of shares of Finedining Capital and FIBA Beteiligungs- und Anlage GmbH ("FIBA") as well as any purchases outside the tender offer, a shareholding quota of 90 per cent - excluding the treasury shares held by WMF - is reached. This can be achieved if circa 75 per cent of outstanding preference shares will be tendered into the offer or acquired at the same time. In addition, the offer is subject to clearance by the relevant regulatory bodies.
KKR and FIBA agree that the intended simplification of the corporate structure is for the benefit of WMF and that the new structure will help WMF to continue the company's long-term growth strategy initiated by the management. Being publicly listed currently does not entail considerable advantages for WMF as it binds significant management time.
The offer document and the amendment to the offer are available on www.finedining-offer.com. This website also contains further information. Copies of the offer document and the amendment to the offer and a non-binding English convenience translation are available free of charge from Deutsche Bank Aktiengesellschaft, ICSS, Issuer Services, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (please direct fax orders to +49(0)69 910-38794 and email orders to firstname.lastname@example.org, stating your full postal address.
KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners' capital and brings opportunities to others through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information about KKR & Co. L.P. (NYSE: KKR), please visit KKR's website at www.kkr.com.
Disclaimer and Forward-Looking Statement
This release is neither an offer to purchase nor a solicitation of an offer to sell WMF AG shares or any other security. The offer document, the amendment to the offer and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and shareholders of WMF AG are advised to read all documents relevant to the public tender offer to be published by Finedining Capital GmbH because they will contain important information. Investors and shareholders of WMF AG will be able to receive the offer document, the amendment to the offer as well as other documents pertaining to the offer from the website www.finedining-offer.com once these become available.
To the extent permissible under applicable law or regulation, Finedining Capital GmbH or its brokers may purchase, or conclude agreements to purchase, shares of WMF AG directly or indirectly, outside the public tender offer, before, during or after the period in which the offer remains open for acceptance. These transactions may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed to the extent required by applicable law or regulation in Germany or in the United States.
This release may contain forward-looking statements, including such related to the public tender offer, the expected future business of WMF AG, Finedining Capital GmbH and other entities, and the expected benefits to customers, employees and shareholders. These statements are based on the current expectations of the management of Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG and are inherently subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. The potential risks, uncertainties and changes in circumstances that could cause actual results to differ from those expected include, among others, risks related to the settlement of the public tender offer and the failure of the market to develop as expected. Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
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