27.11.2017 – 19:52

Highlight Communications AG

DGAP-News: Voluntary takeover offer to the shareholders of Constantin Medien AG

DGAP-News: Highlight Communications AG / Key word(s): Offer
Voluntary takeover offer to the shareholders of Constantin Medien AG

27.11.2017 / 19:45
The issuer is solely responsible for the content of this announcement.

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Press Release
Pratteln, 27 November 2017

Voluntary takeover offer to the shareholders of Constantin Medien AG
Voluntary takeover bid of EUR 2.30 in cash for each CMAG bearer sharePublication
of the offer document is expected to take place in December 2017Framework
agreement between HLC, SIAG, Bernhard and Rosmarie Burgener, HLEE and Alexander
Studhalter
Today, Highlight Communications AG (HLC) (ISIN CH0006539198) and Studhalter
Investment AG (SIAG) entered into a framework agreement with Bernhard and
Rosmarie Burgener, Highlight Event und Entertainment AG (HLEE) and Alexander
Studhalter, pursuant to which HLC and SIAG, with exempting effect for Bernhard
and Rosmarie Burgener, HLEE and Alexander Studhalter, are to launch a takeover
bid to the shareholders of Constantin Medien AG (CMAG). The takeover offer at a
price of EUR 2.30 in cash per CMAG bearer share corresponds to a premium of
10.6% compared with today's closing price of the CMAG share in Xetra trading on
the Frankfurt Stock Exchange or a premium of 11.9% compared to the weighted
average price (VWAP) in Xetra trading on the Frankfurt Stock Exchange of the
last six months (including today's trading day) prior to the announcement of the
intention of SIAG and HLC to make a takeover bid to the shareholders of CMAG.

The publication of the offer document, which may only take place after approval
by the German Federal Financial Supervisory Authority, is expected to occur in
the course of December 2017. The takeover offer will be subject to the condition
precedent of the receipt of necessary antitrust clearances. Furthermore, the
takeover offer will be made on and subject to the terms and conditions yet to be
communicated in the offer document. The offer document and other information
relating to the takeover offer will be published on the internet
underhttp://www.siagtgwhlc-offer.com.

A successful takeover offer will help to put an end to the crippling blockades
that arose in connection with the disagreements with the former CMAG management
until August 2017 and to focus on the reorganization and further development of
the group in order to create sustainable value for all stakeholders. HLEE and
the other parties of the framework agreement intend to consistently pursue the
growth strategy of HLEE, HLC and CMAG. They are convinced that a realigned
shareholding structure would unleash organizational synergies. A strong base of
core shareholders that acts strategically in concert and which can continue
developing the business model with a long-term perspective and contribute the
necessary financial resources, is helpful in achieving these objectives.

The framework agreement between HLC, SIAG, Bernhard und Rosmarie Burgener, HLEE
and Alexander Studhalter governs the financing and coordination of the takeover
bid and the structuring of the group of shareholders of CMAG after its
successful completion. Among other things, it provides that all shares of CMAG
tendered as part of the takeover offer will be acquired and transferred to HLC
upon completion of the takeover offer. If the takeover bid is successful, it
will exempt the other parties of the framework agreement from the obligation to
make a mandatory offer in case of additional purchases of CMAG shares in the
future.

In this context, Bernhard and Rosmarie Burgener, SIAG and Alexander Studhalter
have also entered into a shareholders' agreement, which will only become
effective if and when the takeover bid is successfully completed in accordance
with the contractual conditions. The agreement, inter alia, provides that the
board of directors of HLEE, the board of directors of HLC and the supervisory
board of CMAG shall be composed of a majority of representatives of the core
shareholders.


For further information:

Studhalter Investment AG
Medienstelle
c/o Dynamics Group AG
8024 Zürich
Philippe Blangey
Tel: +41 (0)43 268 32 35
Email:prb@dynamicsgroup.ch

HIGHLIGHT COMMUNICATIONS AG                                          
Investor
Relations                                                                   
Netzibodenstrasse 23b                                                           
CH-4133 Pratteln
BL                                                              
Tel: +41 (0)61 816 96 91                                                 
Email:   ir@hlcom.ch

About Studhalter Investment AG - Specialist for reorganisations and growth
financing
Studhalter Investment AG, an investment company based in Lucerne, is wholly
owned by the 49-year-old Alexander Studhalter and was established by him
together with his wife Aline Studhalter. The couple runs the company together.
Aline Studhalter has a legal and notarial background and has broad experience in
investment management and investment development. Alexander Studhalter is an
active private equity and real estate investor with extensive experience in the
development, acquisition, reorganization, integration and management of
companies and real estate transactions and development on an international
level. Alexander Studhalter is a member of several national and international
boards of directors and is also involved in charitable projects.

Disclaimer
This announcement merely serves information purposes and neither represents an
offer to purchase or sell nor a solicitation of an offer to purchase or sell
shares of Constantin Medien AG. The definite terms and conditions of the
takeover offer, as well as further provisions concerning the takeover offer,
will be published in the offer document after the approval of the offer document
by the German Federal Financial Supervisory Authority. Investors and
shareholders of Constantin Medien AG are strongly advised to read the offer
document and any relevant documents in connection with the takeover offer as
soon as such documents will be published as they will contain important
information. Where appropriate, it is furthermore recommended to seek
independent advice in order to receive a competent assessment regarding the
contents of the offer document and the takeover offer.

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27.11.2017  Dissemination of a Corporate News, transmitted by DGAP - a service
of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English

Company:  Highlight Communications AG

          Netzibodenstrasse 23b

          4133 Pratteln

          Switzerland

Phone:    +41 61 816 96 96

Fax:      +41 61 816 67 67

E-mail:    ir@hlcom.ch

Internet: www.hlcom.ch

ISIN:     CH0006539198

WKN:      920299

Listed:   Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial
Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate
Exchange



 

End of News DGAP News Service

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