EANS-Adhoc: KTM AG
Takeover bid
23.07.2012 – 19:08
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 23.07.2012 - CROSS KraftFahrZeug Holding GmbH publishes results of the compulsory offer to shareholders of KTM AG - Discontinuance of the admission requirements for the Second Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange due to falling below the free float requirements - Intended inclusion of the KTM shares in trading on the Third Market (Dritter Markt) of the Vienna Stock Exchange On 4 July 2012, CROSS KraftFahrZeug Holding GmbH (the "Offeror") placed a public compulsory offer (the "Bid") according to section 22 of the Austrian Takeover Act to the shareholders of KTM AG to buy all KTM shares which are not held by the Offeror, parties acting in concert with the Offeror and shareholders who issued a binding waiver. The acceptance period ended on 18 July 2012. At the time of publication of the Bid, the Offeror and parties acting in concert with the Offeror held 5,478,033 KTM shares; this equalled 50.51% of the share capital of KTM AG. Until the end of the acceptance period UniCredit Bank Austria AG, acting as a tender and paying agent, received 119,897 KTM shares; this equals 1.11% of the share capital of KTM AG. Thus, the Offeror and parties acting in concert with the Offeror dispose over 5,597,930 KTM shares; this equals 51.62% of the share capital of KTM AG. The offer price of EUR 44.00 per share will be paid by UniCredit Bank Austria AG, as tender and paying agent, to the shareholders who have accepted the Bid in due time against transfer of the shares at the latest on 1 August 2012. According to section 19 paragraph 3 of the Austrian Takeover Act the period to accept the Bid for those shareholders, who have not accepted the Bid, is extended by three months from the date of publication of the results. The results have been published on 23 July 2012. Thus, this extended acceptance period ends on 23 October 2012 so that the Bid can be accepted till 23 October 2012. The minimum free float requirements for admission of the KTM shares to the Second Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange amounts to 181.250 free float shares. After completion of the takeover bid, 120,871 KTM shares are free float shares. This leads to a discontinuance of the admission requirements for the Second Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange and as a result to a withdrawal of the admission of the KTM shares to the Second Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange. KTM AG will apply for inclusion of the KTM shares in trading on the Third Market (Dritter Markt) of the Vienna Stock Exchange as of withdrawal of the admission of the KTM shares to the Second Regulated Market (Geregelter Freiverkehr). Further inquiry note: KTM AG Mag. Viktor Sigl MBA Tel: +43 7742 6000 144 Mail to: viktor.sigl@ktm.at end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: KTM AG Stallhofnerstraße 3 A-5230 Mattighofen phone: +43(0)7742/6000-0 FAX: +43(0)7742/6000-5216 mail: ir@ktmpowersports.com WWW: www.ktm.com sector: Technology ISIN: AT0000645403 indexes: mid market stockmarkets: official market: Wien language: English