08.02.2018 – 09:36

Highlight Communications AG

DGAP-News: Notification pursuant to Section 23 para. 1 sentence 1 no. 3 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. 3 of the German
Securities Acquisition and Takeover Act

08.02.2018 / 09:30
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,

Notification pursuant to Section 23 para. 1 sentence 1 no. 3 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"). In
accordance with the terms and conditions of the Takeover Offer, the Constantin
Shares for which the Takeover Offer has been accepted timely will be acquired by
Highlight Communications alone.

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).
The further acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG
(the "Further Acceptance Period") started on 23 January 2018 and ended on 5
February 2018, 24:00 hours (Frankfurt am Main (Germany) local time) ("Reference
Date").

1. During the Further Acceptance Period, the Takeover Offer has been accepted
for 9,312,794 Constantin Shares. This corresponds to approximately 9.95% of the
share capital and voting rights of Constantin Medien.

2. Taking into consideration the 35,978,738 Constantin Shares for which the
Takeover Offer has been accepted until the end of the acceptance period, the
Takeover Offer has been accepted for 45,291,532 Constantin Shares as at the
Reference Date. This corresponds to approximately 48.39% of the share capital
and voting rights of Constantin Medien.

3. 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.

4. 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.

5. 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 73,365,840 Constantin Shares as of the Reference Date.
This corresponds to approximately 78.38% of the share capital and voting rights
of Constantin Medien.

6. The closing conditions pursuant to Sections 8.3 a) and 8.3 b) of the offer
document have been met. 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.

7. The settlement of the Takeover Offer for the Constantin Shares for which the
Takeover Offer has been accepted will presumably occur on 13 February 2018.

Lucerne/Pratteln, 8 February 2018

Studhalter Investment AG and Highlight Communications AG

 

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08.02.2018  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
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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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