GE Germany Holdings AG
Takeover Offer; <DE000A111338>
Target company: SLM Solutions Group AG; Bidder: GE Germany Holdings AG
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1
in conjunction with sections 29 para. 1, 34 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Offeror:
GE Germany Holdings AG
Bleichstraße 64-66
60313 Frankfurt am Main
Germany
registered with the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 101370
Target:
SLM Solutions Group AG
Roggenhorster Straße 9c
23556 Lübeck
Germany
registered with the commercial register of the local court (Amtsgericht) of
Lübeck HRB 13827 HL
ISIN: DE 000A111338
WKN: A 11133
GE Germany Holdings AG (‘BidCo’), an indirectly wholly-owned subsidiary of
General Electric Company, has decided today to make a voluntary public
takeover offer to the shareholders of SLM Solutions Group AG (the ‘Offer’)
for the purchase of their non-par-value bearer shares (auf den Inhaber
lautende Stückaktien) in SLM Solutions Group AG (the ‘SLM Shares’) at a
price of EUR 38.00 per share.
The offer document (in German and a non-binding English translation)
containing the detailed terms and conditions of, and other information
relating to, the Offer will be published on the internet at
http://www.laser-angebot.de.
The offer document will also be published by way of a notice of
availability in the Federal Gazette (Bundesanzeiger).
BidCo has entered today into a Business Combination Agreement with SLM
Solutions Group AG and into Share Purchase and Transfer Agreements with
anchor shareholders to acquire, subject to antitrust clearance and other
customary completion conditions, about 31,5 % of the SLM Shares.
Important Notice
The terms and conditions of the Offer will be published in the offer
document only after the permission by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) has been obtained. Investors and holders of shares in SLM Solutions
Group AG are strongly advised to read the relevant documents regarding the
Offer published by BidCo when they become available because they will
contain important information. Investors and shareholders of SLM Solutions
Group AG will be able to receive these documents, when they become
available, at the website http://www.laser-angebot.de. Upon publication,
the offer document will also be available free of charge at a specified
location and will be mailed to investors and shareholders of SLM Solutions
Group AG free of charge upon request.
This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell SLM Shares. This announcement does
not constitute an offer to purchase SLM Shares and is not for the purposes
of BidCo making any representations or entering into any other binding
legal commitments.
An offer to purchase shares in SLM Solutions Group AG will be solely made
by the offer document which is to be published by BidCo in due course and
is exclusively subject to its terms and conditions. The terms and
conditions contained in the offer document may differ from the general
information described in this announcement.
Shareholders of SLM Solutions Group AG are strongly recommended to seek
independent advice, where appropriate, in order to reach an informed
decision in respect of the content of the offer document and with regard to
the takeover offer for SLM Solutions Group AG.
The Offer will be issued exclusively under the laws of the Federal Republic
of Germany, especially under the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz, (‘WpÜG’) and the Regulation on
the Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer (‘WpÜG Offer Regulation’) and certain applicable provisions of
U.S. securities law. The Offer will not be executed according to the
provisions of jurisdictions (including, without limitation, the
jurisdictions of Australia, Canada, Hong Kong, Japan, New Zealand and South
Africa) other than those of the Federal Republic of Germany and certain
applicable provisions of U.S. securities law. Thus, no other announcements,
registrations, admissions or approvals of the Offer outside the Federal
Republic of Germany have been filed, arranged for or granted. The
shareholders of SLM Solutions Group AG cannot rely on having recourse to
provisions for the protection of investors in any jurisdiction other than
such provisions of the Federal Republic of Germany. Any contract that is
concluded on the basis of the Offer will be exclusively governed by the
laws of the Federal Republic of Germany and is to be interpreted in
accordance with such laws.
BidCo has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by third parties outside the Federal Republic of Germany. Neither
BidCo nor persons acting in concert with BidCo within the meaning of
Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible
for the compliance of the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by a third party outside of the Federal Republic of Germany to
any jurisdiction with legal provisions other than those of the Federal
Republic of Germany.
The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany may be restricted
by law. Persons who are not resident in the Federal Republic of Germany or
who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
If you are a resident of the United States or elsewhere outside of Germany,
please read the following:
In accordance with the intended Offer, BidCo, certain affiliated companies
and the nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in SLM Solutions Group AG outside
the Offer during the period in which the Offer remains open for acceptance.
If such purchases or arrangements to purchase are made, they will comply
with applicable law, including the Exchange Act.
Frankfurt am Main, 6. September 2016
GE Germany Holdings AG
The Executive Board
End of WpÜG announcement
The 06.09.2016DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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