18.12.2017 – 08:09

Highlight Communications AG

DGAP-News: Publication of the offer document relating to the voluntary public takeover offer to the shareholders of Constantin Medien AG, Ismaning, Germany

DGAP-News: Highlight Communications AG / Key word(s): Offer
Publication of the offer document relating to the voluntary public takeover
offer to the shareholders of Constantin Medien AG, Ismaning, Germany

18.12.2017 / 08:00
The issuer is solely responsible for the content of this announcement.

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Studhalter Investment AG
Lucerne, Switzerland

and

Highlight Communications AG
Pratteln, Switzerland

NOTICE

Publication of the offer document relating to the voluntary public takeover
offer to the shareholders of Constantin Medien AG, Ismaning, Germany


It is hereby communicated that, on the date hereof, the offer document (the
"Offer Document") relating to the voluntary public takeover offer by Studhalter
Investment AG, Matthofstrand 8, 6005 Lucerne, Switzerland, and Highlight
Communications AG, Netzibodenstrasse 23B, 4133 Pratteln, Switzerland (the
"Bidders"), to the shareholders of Constantin Medien AG, Ismaning, Germany,
regarding the acquisition of their bearer shares in Constantin Medien AG (ISIN
DE0009147207) (the "Offer") as well as a non-binding English convenience
translation of the Offer Document have been published on the internet at
http://www.siagtgwhlc-offer.com.

Copies of the Offer Document and its English convenience translation may also be
obtained free of charge during the regular business hours from the central
settlement agent ODDO BHF Aktiengesellschaft, Bockenheimer Landstrasse 10, 60323
Frankfurt am Main, Germany, or may be requested by fax at +49 69 718 4630 or
e-mail at  gb-bhf-ev4@bhf-bank.com (requests to be made by providing the relevant
postal address).

Pursuant to Section 16 para. 1 in conjunction with Section 14 para. 3 sentence 1
of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG), the acceptance period commenced with today's publication
of the Offer Document and will end on January 17, 2018, 12:00 midnight CET. The
additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG is
expected to begin on January 23, 2018 and end on February 5, 2018, 12:00
midnight CET. The consideration for each share tendered in the Offer, equal to
EUR 2.30 (the "Offer Consideration"), is expected to be paid to the tendering
shareholders on the fifth and at the latest on the eighth banking day following
the end of the additional acceptance period (subject to any extensions and the
prior fulfilment of all conditions precedent) upon the transfer to the Bidders
of ownership of the shares tendered in the Offer. For further details please
refer to the Offer Document.

Lucerne/Pratteln, Switzerland, December 18, 2017

Studhalter Investment AG and Highlight Communications AG

* * * * *

The Offer has not and shall not be promoted or distributed in Canada, Japan and
Australia, and in any other country where such distribution is not permitted
without authorization from the competent authorities or other fulfillments by
the Bidders.

NOTICE TO U.S. RESIDENT HOLDERS

The Offer regards the shares of Constantin Medien AG, a German stock corporation
whose shares are admitted to trading on the regulated market of the Frankfurt
Stock Exchange (Prime Standard). The Offer is subject to German disclosure and
procedural requirements, which are different from those of the United States of
America.

This notice is neither an offer to purchase nor a solicitation to sell shares of
Constantin Medien AG. Shareholders of Constantin Medien AG are advised to review
the Offer Document carefully.

The Offer is being promoted in the United States of America pursuant to Section
14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act, subject to
applicable exemptions, and in any case in accordance with the requirements of
German law.

Accordingly, the Offer is subject to disclosure and other procedural
requirements (including with respect to withdrawal rights, settlement procedures
and timing of payments) that are different from those applicable under U.S.
domestic tender offer procedures and laws.

To the extent possible under applicable laws and regulations, in accordance with
German law and ordinary market practice and so long as the conditions under Rule
14e-5 of the U.S. Securities Exchange Act are satisfied, the Bidders, their
affiliates and their financial advisors and brokers (acting as agents for the
Bidders or any of their respective affiliates, as applicable) may purchase from
time to time after the date of this notice the shares or any securities that are
convertible into, exchangeable for or exercisable for the shares of Constantin
Medien AG outside of the Offer. Any such purchases outside of the Offer will not
be made at a price higher than the Offer Consideration, unless the Offer
Consideration is increased accordingly to match the price paid outside of the
Offer.

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18.12.2017  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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