21.12.2016 – 12:04
KKR publishes offer document for the voluntary public tender offer for GfK SE - acceptance period begins
- BaFin approves offer document - Acceptance period runs from 21 December 2016 to 10 February 2017 - Offer price of EUR 43.50 per GfK share - Offer represents a premium of about 44 percent on the volume weighted three-month average price of GfK's shares
Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, "KKR"), today published the offer document for the voluntary public tender offer for the shares (ISIN: DE0005875306) of GfK SE ("GfK"). Prior to its publication, the offer document was approved by the German Federal Financial Supervisory Authority ("BaFin") in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - "WpÜG").
As of today, GfK shareholders can accept the offer and thus tender their shares to Acceleratio Capital N.V. at a price of EUR 43.50 per share, which represents a premium of about 44 percent on the volume weighted three-month average price of GfK's shares prior to the announcement of the voluntary public tender offer on 8 December 2016. To tender their shares, shareholders must issue a written declaration to their respective custodian bank.
The acceptance period will end at midnight (CET) on 10 February 2017. Consummation of the tender offer is, inter alia, subject to the condition that a shareholding quota of 18.54 percent of the GfK shareholding is reached. The transaction requires no approvals by authorities other than the merger control and foreign investment authorities. Subject to the fulfilment of the offer conditions, closing of the transaction is expected in the first quarter of 2017.
As announced on 8 December 2016, GfK Verein as the majority shareholder in GfK welcomes KKR. Accordingly, Acceleratio Capital N.V. and GfK Verein have signed a shareholder agreement on that day, outlining how they will work together following a successful tender offer to jointly develop the company further. In this context, it was agreed that GfK Verein will not tender any shares into the offer and remain majority shareholder with a stake of 56.46 percent. Following a successful tender offer, Acceleratio Capital N.V. and GfK Verein would jointly own at least 75 percent of the shares in GfK. The parties do not intend to enter into a domination and/or profit-transfer agreement with GfK. The capital structure of the company shall remain unchanged in the context of the transaction.
KKR has also entered into an investor agreement with GfK on 8 December 2016, outlining the terms of their cooperation in the development of GfK. The Management and Supervisory Boards of GfK welcome the voluntary public tender offer. Subject to their review of the offer document, the Boards intend to recommend that GfK shareholders accept the offer. Furthermore, the members of the Management Board of GfK intend to accept the offer with regard to their respective personal shareholdings.
The offer document and a non-binding English translation are now available at www.acceleratio-angebot.de. Copies of these documents can also be obtained free of charge at BNP Paribas Securities Services S.C.A., Europa-Allee 12, 60327 Frankfurt am Main, Germany (orders by fax: +49 69 1520 5277; orders by email: email@example.com).
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 and on Twitter @KKR_Co.
Disclaimer and Forward-Looking Statement
This release is neither an offer to purchase nor a solicitation of an offer to sell GfK shares or any other security. The offer document, the terms and conditions contained therein shall have sole relevance in respect to the offer. Investors and holders of shares in GfK are advised to read the relevant documents regarding the tender offer published by Acceleratio Capital N.V. as they contain important information. Investors and holders of shares in GfK can receive the offer document as well as other documents in connection with the offer from the website www.acceleratio-angebot.de.
The information herein may contain "forward-looking statements" that may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" or words of similar meaning about the expected future business of Acceleratio Capital N.V., GfK or any other entity. These statements are based on the current expectations of the management of Acceleratio Capital N.V. and KKR and are inherently subject to uncertainties and the change of circumstances. Acceleratio Capital N.V. and KKR do not assume any obligation to update forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
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