Musai Capital Ltd.
Musai Capital Ltd.
Nachricht vom 11.01.2021 | 07:41
Takeover Offer / Target company: DEAG Deutsche Entertainment Aktiengesellschaft; Bidder: Musai Capital Ltd.
Musai Capital Ltd. / Takeover Offer
NOT A RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
- Non-Binding Convenience Translation -
Publication of the decision to launch a public delisting takeover offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") in conjunction with Section 29 para. 1 and Section 34 of the WpÜG as well as in conjunction with Section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, "BörsG")
On January 11, 2021, Musai Capital Ltd., Sliema, Malta (the "Bidder"), a wholly-owned subsidiary of Apeiron Investment Group Ltd., Sliema, Malta, ("Apeiron") decided to offer all shareholders of DEAG Deutsche Entertainment AG, Berlin, Germany ("DEAG") to acquire all no-par value bearer shares in DEAG, each share representing a notional interest in the share capital of EUR 1.00 (the "DEAG Shares") by way of a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) (cash offer) (the "Offer").
The Offer will at the same time meet the requirements of a delisting offer pursuant to Section 39 para. 2 sentence 3 no. 1 and para. 3 BörsG. In this regard, the Bidder, Apeiron and DEAG entered into an agreement in which the key terms of the Offer as well as the mutual intentions and common understandings of the parties with respect to the Offer are set forth (the "Delisting Agreement"). In the Delisting Agreement, DEAG has undertaken towards the Bidder, to the extent legally permissible, to apply based on the Offer for the revocation of the admission to trading of the DEAG Shares on the regulated market (regulierter Markt) (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called delisting).
The offer consideration in cash was calculated in accordance with the domestic volume-weighted average stock exchange prices of DEAG Shares during the last three and the last six months prior to today's announcement of the Offer and as such corresponds to the statutory minimum price for a delisting takeover offer. It has been set by the Bidder at EUR 3.07 per DEAG Share on the basis of publicly available information, subject to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") notifying the Bidder of a different statutory minimum price as a result of its determination. In this case, the offer price will correspond to the minimum price determined by BaFin.
Apeiron, the family office of the German serial entrepreneur Christian Angermayer, is currently the largest single shareholder of DEAG holding approximately 18% of its share capital. Together with U.S. investor Mike Novogratz, who holds approximatively 14% of the DEAG shares through his family office Galaxy Group Investments LLC, and certain other shareholders of DEAG, Apeiron and the Bidder agreed upon the key terms of a shareholders' agreement. The parties to the shareholders' agreement, which in total hold approximately 47% of the DEAG Shares, will not accept the planned Offer for their DEAG Shares. On the basis of the shareholders' agreement, subject to the successful closing of the transaction, they will exercise joint control over DEAG.
In accordance with Section 39 para. 3 sentence 1 BörsG, the Offer will not be subject to any closing conditions. Further, the Offer will be made in accordance with the terms and conditions set forth in the offer document (Angebotsunterlage). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Offer from the information described herein.
The offer document (Angebotsunterlage), once its publication has been approved by BaFin, as well as further information relating to the Offer will be published on the Internet at http://www.musai-offer.de.
This announcement is for information purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of DEAG Deutsche Entertainment AG (the "Company"). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document (Angebotsunterlage) after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, Musai Capital Ltd. (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 (Angebotsunterlage) 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 public takeover offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers with a limited U.S. shareholder base. The public takeover offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the public takeover 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 United States of America (to the extent 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.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
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.
Sliema, January 11, 2021
Musai Capital Ltd.
|Listed:||Regulierter Markt in Frankfurt (Prime Standard), Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart, Tradegate Exchange|
|End of News||DGAP News Service|
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