22.01.2018 – 16:56

Highlight Communications AG

DGAP-News: Notification pursuant to Section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act

DGAP-News: Highlight Communications AG / Key word(s): Offer
Notification pursuant to Section 23 para. 1 sentence 1 no. 2 of the German
Securities Acquisition and Takeover Act

22.01.2018 / 16:50
The issuer is solely responsible for the content of this announcement.

--------------------------------------------------------------------------------
Studhalter Investment AG
Lucerne, Switzerland,
and
Highlight Communications AG
Pratteln, Switzerland,

Notification pursuant to Section 23 para. 1 sentence 1 no. 2 of the German
Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

On 18 December 2017, Studhalter Investment AG, Lucerne, Switzerland, and
Highlight Communications AG, Pratteln, Switzerland (together the "Bidders"),
published the offer document for their voluntary takeover offer to the
shareholders of Constantin Medien AG, Ismaning, Germany ("Constantin Medien"),
regarding the acquisition of all no-par value bearer shares of Constantin Medien
(ISIN DE0009147207) with a nominal value of EUR 1.00 per share, together with
all associated rights as at the date of settlement (each a "Constantin Share"
and collectively the "Constantin Shares"), against payment of a cash
consideration of EUR 2.30 per Constantin Share (the "Takeover Offer"). The
acceptance period for the Takeover Offer started on 18 December 2017 and ended
on 17 January 2018, 24:00 hours (Frankfurt am Main (Germany) local time).

1. Until the end of the offer period on 17 January 2018, 24:00 hours (Frankfurt
am Main (Germany) local time) ("Reference Date"), the Takeover Offer has been
accepted for 35,978,738 Constantin Shares. This corresponds to approximately
38.44% of the share capital and voting rights of Constantin Medien.

2. As of the Reference Date, the Bidders did not directly hold any Constantin
Shares. However, Highlight Event and Entertainment AG, Pratteln, Switzerland
("HLEE"), a person acting jointly with the Bidders pursuant to Section 2 para. 5
sentence 1 WpÜG, held 28,074,308 Constantin Shares as of the Reference Date.
This corresponds to approximately 29.99% of the share capital and voting rights
of Constantin Medien. In a non tender agreement, HLEE has undertaken towards the
Bidders, until expiration of the tender period pursuant to Section 39c WpÜG, not
to sell its Constantin Shares to third parties nor to tender its Constantin
Shares under the Takeover Offer or to encumber them with third party rights, to
announce such measure or to undertake any other measures the economic effect of
which would correspond to a sale.

3. Other than that, as of the Reference Date, neither the Bidders nor persons
acting jointly with the Bidders pursuant to Section 2 para. 5 WpÜG, nor any of
their subsidiaries, held any Constantin Shares or any instruments in relation to
Constantin Shares within the meaning of Sections 38, 39 of the German Securities
Trading Act (Wertpapierhandelsgesetz, WpHG). Moreover, as of the Reference Date,
no voting rights attached to Constantin Shares were attributed to them pursuant
to Section 30 WpÜG.

4. The total number of Constantin Shares for which the Takeover Offer has been
accepted until the Reference Date, plus the shares held by persons acting
jointly with the Bidders pursuant to Section 2 para. 5 WpÜG and their
subsidiaries, amount to 64,053,046 Constantin Shares as of the Reference Date.
This corresponds to approximately 68.43% of the share capital and voting rights
of Constantin Medien.

5. Pursuant to Section 16 para. 2 sentence 1 WpÜG all shareholders of Constantin
Medien who have not yet accepted the Takeover Offer may still accept the
Takeover Offer within the Further Acceptance Period pursuant to Section 4.3 of
the offer document, i.e. from 23 January 2018 until 5 February 2018, 24:00 hours
(Frankfurt am Main (Germany) local time).

6. The closing conditions pursuant to Sections 8.3 a) and 8.3 b) of the offer
document regarding the approval of the transaction under merger control law by
the German Federal Cartel Office (Bundeskartellamt) and the Austrian Federal
Competition Authority (Bundeswettbewerbsbehörde) or, if referred to the European
Commission, by the European Commission, have been met as of this publication.
Therefore, the Takeover Offer and the agreements entered into with shareholders
of Constantin Medien as a result of their acceptance of the Takeover Offer are
no longer subject to any closing condition.
 

Lucerne/Pratteln, 22 January 2018

Studhalter Investment AG and Highlight Communications AG

 

--------------------------------------------------------------------------------
22.01.2018  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
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

647473  22.01.2018