AVIC International Engineering Holdings Pte. Ltd.
Takeover Offer; <DE0006578008>
Target company: KHD Humboldt Wedag International AG; Bidder: AVIC International Engineering Holdings Pte. Ltd.
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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[Non-binding convenience translation]
Voluntary Takeover Offer ISIN: DE0006578008 / WKN: 657800
Target: KHD Humboldt Wedag International AG; Bidders: AVIC International
Engineering Holdings Pte. Ltd., Europe Project Management Pte. Ltd., Europe
Technology Investment Pte. Ltd., Europe Engineering Holdings Pte. Ltd.
Notice under the Securities Acquisition and Takeover Act (WpÜG) submitted
by DGAP, a company of EquityStory AG. The Bidders are responsible for the
content of the notice.
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————————————
Publication of the decision to make a takeover offer, pursuant to Section
10 para. 1, 3, Sections 29 para. 1, 34 of the Securities Acquisition and
Takeover Act (WpÜG)
Bidders:
AVIC International Engineering Holdings Pte. Ltd.
10 Collyer Quay #27-00
Ocean Financial Centre
Singapore (049315)
and
Europe Project Management Pte. Ltd.
10 Collyer Quay #27-00
Ocean Financial Centre
Singapore (049315)
and
Europe Technology Investment Pte. Ltd.
10 Collyer Quay #27-00
Ocean Financial Centre
Singapore (049315)
and
Europe Engineering Holdings Pte. Ltd.
10 Collyer Quay #27-00
Ocean Financial Centre
Singapore (049315)
Target:
KHD Humboldt Wedag International AG
Colonia-Allee 3
51067 Cologne
Germany
The specific terms and conditions of the takeover offer will be
communicated in the offer document. The offer document and other
information relating to the offer will be published on the internet under:
http://www.avicgo1.de
The offer document will also be published in the Federal Gazette by way of
a notice (Hinweisbekanntmachung).
AVIC International Engineering Holdings Pte. Ltd. (‘AVIC Engineering’),
Europe Project Management Pte. Ltd. (‘Europe Project Managment’), Europe
Technology Investment Pte. Ltd. (‘Europe Technology’) and Europe
Engineering Holdings Pte. Ltd. (‘Europe Engineering’) (AVIC Engineering,
Europe Project Management, Europe Technology and Europe Engineering
together the ‘Bidders’) have decided today to make a joint offer to the
shareholders of KHD Humboldt Wedag International AG to acquire their no-par
value ordinary bearer shares in KHD Humboldt Wedag International AG with a
notional share in the share capital of EUR 1.00 (ISIN: DE0006578008 / WKN:
657800) (the ‘KHD Shares’) by way of a voluntary public takeover offer (the
‘Takeover Offer’) against payment of a cash consideration.
The Takeover Offer will be subject to the following conditions precedent
(the ‘Offer Conditions’): (i) obtaining merger/cartel clearance under the
laws of Turkey, (ii) obtaining a certificate of non-objection
(Unbedenklichkeitsbescheinigung) from or clearance by the German Federal
Ministry of Economics and Technology pursuant to the German Foreign Trade
and Payments Regulation (Außenwirtschaftsverordnung – ‘AWV’), and (iii)
obtaining an approval from the shareholders of AVIC International Holdings
Limited, Hong Kong. The Takeover Offer will not be subject to a minimum
acceptance condition. The Takeover Offer will be a cash offer at an offer
price of EUR 6.45 per KHD Share.
The Bidders currently do not hold any KHD Shares. AVIC Engineering is an
indirect subsidiary of Aviation Industry Corporation of China, Beijing,
China (‘AVIC’). AVIC currently indirectly holds 20 % of the KHD Shares
through its indirect subsidiary Max Glory Industries Limited, Hong Kong.
AVIC Engineering entered into share purchase agreements with certain
shareholders of KHD Humboldt Wedag International AG relating to the
acquisition of approx. 19 % of KHD Shares by AVIC Engineering. The transfer
of those shares to AVIC Engineering is subject to the same conditions
precedent as the Takeover Offer.
AVIC is a Chinese state-owned aerospace and defence company ranking 212
amongst the Fortune Global 500 firms. Its business units cover, amongst
others, defence and transport aircrafts, engine, helicopter, avionics and
systems, general aviation, aviation research, flight test, trade,
transportation and logistics, assets management, financial services,
engineering planning and construction and engineering, procurement and
construction projects, automobile, and shipping. Furthermore, the AVIC
Group is engaged in air-conditioning equipment, general electronics,
recycling, alternative energy, aircraft rental service, medical care,
construction, real estate development, shopping malls and other sectors of
the service industry. According to the audited PRC GAAP financial
statements for the financial year ended on 31 December 2012, AVIC achieved
consolidated revenues of approx. RMB 300.6 billion (approx. EUR 36.1
billion) in the financial year 2012.
Each of Europe Project Management, Europe Technology and Europe Engineering
is a fully owned subsidiary of a respective holding company incorporated
under the laws of the British Virgin Islands. The sole shareholder of all
three British Virgin Island holding companies is Mr Yap Lian Seng, a
Singapore resident. To date, Europe Project Management, Europe Technology
and Europe Engineering do not conduct any material activities other than
those incident to the preparation of the Takeover Offer, securing financing
of the Takeover Offer and holding and managing their own assets. The
Bidders entered into a cooperation and voting agreement under which they
agree to jointly launch the Takeover Offer and coordinate their behaviour
in respect of the exercise of the voting rights in KHD Shares after
completion of the Takeover Offer.
This notice is not an offer to buy or the solicitation of an offer to sell
KHD Shares or other securities. The final terms and conditions of the
intended offer will be published in the offer document following the
approval by the Federal Financial Supervisory Authority (BaFin). Investors
and holders of KHD Shares are strongly recommended to read the relevant
documents relating to the takeover offer, once they have been published by
the Bidders, since they will contain important information. Investors and
holders of KHD Shares can access these documents, once they have been
published, on the website http://www.avicgo1.de. When the offer document
has been published, it will also be available free of charge at a location,
which is still to be determined, and be sent free of charge to investors
and holders of KHD Shares upon request.
Singapore, 11 October 2013
AVIC International Engineering Holdings Pte. Ltd.
Europe Project Management Pte. Ltd.
Europe Technology Investment Pte. Ltd.
Europe Engineering Holdings Pte. Ltd.
End of the Notice under the Securities Acquisition and Takeover Act
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Listed: Target: Regulated Market of the Frankfurt Stock Exchange (General
Standard)
End of WpÜG announcement
11.10.2013DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Listed: Regulierter Markt Frankfurt (General Standard); Freiverkehr Berlin,
Düsseldorf, Stuttgart
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