Marsella Holdings S.à r.l.
Takeover Offer; <LU1075065190>
Target company: Braas Monier Building Group S.A.; Bidder: Marsella Holdings S.à r.l.
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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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Publication pursuant to sec. 10 para. 1 in conjunction with sec. 29 para.
1, 34
of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz (WpÜG))
Bidder:
Marsella Holdings S.à r.l.
40, avenue Monterey
L-2163 Luxembourg
registered with the Luxembourg Trade and Companies Register under number B
203.378
Target company:
Braas Monier Building Group S.A.
4, rue Lou Hemmer
L-1748 Senningerberg
Luxembourg
registered with the Luxembourg Trade and Companies Register under number B
148.558
ISIN: LU1075065190
The offer document will be published on the Internet once such publication
has been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) at:
http://www.standardindustriesoffer.com
Information on the Bidder
On September 15, 2016, Marsella Holdings S.à r.l. (the ‘Bidder’), a wholly-
owned subsidiary of Standard Industries Inc. (U.S.) with its registered
office in Luxembourg, decided to announce a voluntary public takeover offer
to the shareholders of Braas Monier Building Group S.A. (the ‘Company’),
with its registered office in Luxembourg, to acquire all of their shares in
the Company, each with a nominal value of EUR 0.01 (ISIN LU1075065190), by
way of a cash offer.
In exchange for each share of the Company tendered to the Bidder, the
Bidder will offer EUR 25.00 in cash as consideration, subject to the final
determination of the minimum price and the final terms set forth in the
offer document.
Prior to the date hereof, the Bidder has entered into definitive agreements
with 40N Latitude SPV-F Holdings S.à r.l and Monier Holdings S.C.A., who
directly hold an aggregate of approximately 40% of the Company’s share
capital. Pursuant to these agreements, the aforementioned shareholders have
irrevocably undertaken to accept the voluntary public takeover offer for
all shares of the Company held by such shareholders.
The public takeover offer will be made in accordance with the terms and
conditions set forth in the offer document, in particular customary
conditions to closing, including, inter alia, the required antitrust
clearance by the European Commission and other applicable antitrust
authorities. To the extent legally permissible, the Bidder reserves the
right to deviate in the final terms of the offer document from the
information described herein.
The offer document will be made available on the Internet at http://www.
standardindustriesoffer.com after the approval of the publication has been
granted by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). The period for the
acceptance of the takeover offer will be published on the same website.
Important Notice
This announcement is for information purposes only and neither constitutes
an invitation to sell, nor an offer to purchase, securities of the Company.
The final terms and further provisions regarding the public takeover offer
will be disclosed in the offer document after its publication has been
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally
permissible, the Bidder reserves the right to deviate in the final terms of
the public takeover offer from the basic information described herein.
Investors and holders of securities of the Company are strongly recommended
to read the offer document and all announcements in connection with the
public takeover offer as soon as they are published, since they contain or
will contain important information.
The offer will be made under the laws of the Federal Republic of Germany,
especially under the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz (WpÜG)) and the laws of the Grand
Duchy of Luxembourg, in so far as they are applicable. The offer will not
be executed according to the provisions of jurisdictions other than those
of the Federal Republic of Germany or the Grand Duchy of Luxembourg. Thus,
no other announcements, registrations, admissions or approvals of the offer
outside of the Federal Republic of Germany have been filed, arranged for or
granted. Investors in, and holders of, securities in the Company cannot
rely on having recourse to provisions for the protection of investors in
any jurisdiction other than the provisions of the Federal Republic of
Germany or the Grand Duchy of Luxembourg, in so far as they are applicable.
Subject to the exceptions described in the offer document as well as any
exemptions that may be granted by the relevant regulators, a public
takeover offer will not be made, neither directly nor indirectly, in
jurisdictions where to do so would constitute a violation of the laws of
such jurisdiction.
The Bidder reserves the right, to the extent legally permitted, to directly
or indirectly acquire further shares outside the offer on or off the stock
exchange. If such further acquisitions take place, information about such
acquisitions, stating the number of shares acquired or to be acquired and
the consideration paid or agreed on, will be published without undue delay.
To the extent any announcements in this document contain forward-looking
statements, such statements do not represent facts and are characterized by
the words ‘will’, ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘aim’,
‘assume’ or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of the Bidder and the
persons acting together with the Bidder. Such forward-looking statements
are based on current plans, estimates and forecasts, which the Bidder and
the persons acting together with the Bidder have made to the best of their
knowledge, but which they do not claim to be correct in the future.
Forward-looking statements are subject to risks and uncertainties that are
difficult to predict and usually cannot be influenced by the Bidder or the
persons acting together with the Bidder. These expectations and forward-
looking statements can turn out to be incorrect and the actual events or
consequences may differ materially from those contained in or expressed by
such forward-looking statements. The Bidder and the persons acting together
with the Bidder do not assume an obligation to update the forward-looking
statements with respect to the actual development or incidents, basic
conditions, assumptions or other factors.
Luxembourg, September 15, 2016
Marsella Holdings S.à r.l.
End of WpÜG announcement
The 15.09.2016DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in
Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
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