- WKN: A2AGET
- ISIN: AU000000WTC3
- Land: Australien
Nachricht vom 01.11.2017 | 10:20
WiseTech Global: Voluntary public acquisition offer to the shareholders of Softship AG expires on 3 November 2017
DGAP-News: WiseTech Global / Key word(s): Mergers & Acquisitions
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR IN OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS RELEASE, THE OFFER DOCUMENT AND/OR THE SUPPLEMENTS
Voluntary public acquisition offer to the shareholders of Softship AG expires on 3 November 2017
Frankfurt, 1 November 2017. CargoWise GmbH, Bremen, Germany (the "Bidder") reminds that the voluntary public acquisition offer to the shareholders of Softship AG, Hamburg ("Softship"), to purchase any and all shares in Softship (ISIN DE0005758304 / WKN 575830) not yet held by the Bidder at an offer price of EUR 10.00 in cash per share of 29 August 2017 (the "Offer") will expire on
3 November 2017, 24 hours (CET)
The Bidder will not further extend the acceptance period.
Softship has terminated the inclusion of the Softship shares in the Basic Board of the open market (Freiverkehr) of the Frankfurt Stock Exchange with effect as of 30 November 2017 ("Delisting"). After that date, Softship shares will no longer be traded on a stock exchange at the instigation of Softship. The Bidder does not intend to organize any trading for the time after the Delisting has become effective. It is uncertain on which platforms and at which prices Softship shares can be sold after 30 November 2017.
Softship shareholders can still accept the Offer and sell their Softship shares to the Bidder at the Offer Price of EUR 10.00 per share by submitting to their custodian banks through which they hold their Softship shares a declaration of acceptance until 3 November 2017, 24 hours (CET). Softship shareholders who need assistance with respect to the procedure for participating in the Offer should contact the central settlement agent at the contact details below or their custodian bank. The relevant deadline set by the custodian bank through which Softship shareholders hold any shares in Softship or by Clearstream Banking AG, Frankfurt am Main and/or Clearstream Banking S.A., Luxembourg and/or Euroclear Bank SA/NV may be earlier than the expiration of the aforementioned acceptance period.
Settlement of the Offer in respect of Softship shares for which the Offer was validly accepted until 24 hours (CET) on 3 November 2017 is expected to occur at the earliest by the fourth and at the latest by the eighth banking day after expiry of the acceptance period.
The Offer is made upon the terms and subject to the conditions of the offer document dated 29 August 2017 ("Offer Document") and its supplement dated 5 October 2017 ("Supplement"), which are available on the following website: http://softshipoffer.wisetechglobal.com, and can also be obtained free of charge from the central settlement agent Baader Bank AG, Unterschleißheim, Germany under firstname.lastname@example.org and by fax under +49 89 5150 291400. The Offer is addressed to Softship shareholders who have their seat, domicile or main residence in the Federal Republic of Germany. All other shareholders are excluded from the Offer, unless the Bidder expressly allows their participation in the Offer.
Investors and shareholders of Softship are strongly recommended to read the Offer Document, the Supplement and the other relevant documents in connection with the Offer, which include important information.
The Softship shares are not traded on the regulated market (Regulierter Markt) but on the open market (Freiverkehr). The Offer and its implementation are therefore not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) or sec. 39 German Stock Exchange Act (Börsengesetz). The Bidder expressly points out that the Offer is not subject to the supervision of the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and is neither reviewed nor approved by BaFin. Neither under German nor under the laws of any other jurisdiction, notifications, registrations or approval of the Offer, the Offer Document or the Supplement have been requested or granted from any securities regulation authorities or other public authorities.
About the Offer
For more information on the Offer visit http://softshipoffer.wisetechglobal.com or contact the settlement agent if you need help with the acceptance of the Offer.
Contact Details Settlement Agent
Baader Bank AG
Fax.: +49 89 5150 291400
About CargoWise GmbH
CargoWise GmbH is a company with limited liability incorporated under the laws of Germany, registered with the commercial register of the local court of Bremen under HRB 25298 HB, having its offices at Frankfurt an der Messe, 20. Etage, Kastor & Pollux Platz der Einheit 1, 60327 Frankfurt, Germany and is a wholly owned subsidiary of WiseTech Global Ltd.
WiseTech Global is a leading developer and provider of software solutions to the logistics execution industry globally. WiseTech Global's customers include over 7,000 of the world's logistics companies across more than 125 countries. The flagship product, CargoWise One, forms an integral link in the global supply chain and WiseTech Global's software enables its customers to execute highly complex transactions in areas such as freight forwarding, customs clearance, warehousing, shipping, land transport and cross border compliance and to manage their operations on one database across multiple users, functions, countries, languages and currencies.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this press release nor the Offer Document nor its Supplement nor the electronic transmission thereof constitute an offer to purchase any Softship shares (and tenders of Softship shares for purchase pursuant to the Offer will not be accepted from Softship shareholders) in any jurisdiction or circumstance in which, or to any person to or from whom, it is unlawful to make such offer or to accept such offer under applicable securities laws. The distribution of this press release or the Offer Document or its Supplement in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Offer Document or its Supplement comes are required by the Bidder and the settlement agent to inform themselves about, and to observe, any such restrictions.
The acceptance of the Offer outside Germany may be subject to the laws of jurisdictions other than Germany. Persons who obtain possession of this press release or the Offer Document or its Supplement outside Germany who wish to accept the Offer and fall within the scope of securities law provisions of jurisdictions other than those of Germany are requested to obtain information on and comply with these securities laws. Persons who obtain possession of this press release or the Offer Document or its Supplement outside Germany, who are in doubt about the Offer, the Offer Document, its Supplement or the action they should take, should consult their respective Custodian Bank, stockbroker, bank manager, solicitor or other professional adviser immediately.
The publication, delivery, distribution or dissemination of this press release or the Offer Document, its Supplement, a summary or other description of the terms contained in this press release or the Offer Document or its Supplement or other informational documents on the Offer may be subject to the provisions of (in particular restrictions pursuant to) the laws and regulations of jurisdictions other than those of Germany. A publication pursuant to the laws and regulations of jurisdictions other than those of Germany is not intended. The Bidder does not authorize that this press release or the Offer Document, its Supplement, a summary or any other description of the terms contained in the Offer Document or its Supplement or other informational documents on the Offer are directly or indirectly published, distributed or circulated by third parties outside Germany, if and insofar as this is not in compliance with applicable foreign regulations, or depends on the compliance with official procedures or issuance of authorizations or any other legal requirements, and such conditions are not fulfilled.
This press release, the Offer, the Offer Document and its Supplement do not constitute the issuance, the publication or the public advertising of an offer pursuant to the laws and regulations of jurisdictions other than those of Germany.
The Bidder assumes no responsibility whatsoever for ensuring that the publication, mailing, distribution or dissemination of this press release, the Offer Document, its Supplement and/or the Offer outside Germany complies with the provisions of legal systems other than those of Germany or that the acceptance of the Offer outside Germany is in compliance with the relevant applicable legal provisions. Any responsibility on the part of Bidder for third parties' non-compliance with foreign regulations is expressly excluded.
|Unit 3a, 72 O'Riordan Street|
|Phone:||+61 2 8001 2200|
|Fax:||+61 2 9025 1199|
|Listed:||Regulated Unofficial Market in Berlin; Open Market in Frankfurt|
|End of News||DGAP News Service|
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