Statement of D+S europe AG on Takeover Offer of Pyramus S.à r.l.
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- Supervisory Board und Board support takeover offer
HAMBURG. May 26, 2008. Today the Supervisory and Management Boards of D+S europe AG (ISIN: DE0005336804) have published their joint opinion on the takeover offer of Pyramus S.à r.l. on hand since May 15, 2008. An extract from the statutory publication effected today according to Art. 27, Para. 3, Clause 1 of the German Securities Acquisition and Takeover Act states that the Board and the Supervisory Board of D+S europe AG approve the takeover bid. The complete statement is available in the Internet on the D+S europe website www.dseurope.ag (quick link "Apax new core shareholder").
Pyramus S.à r.l., headquartered in Luxemburg, is an investment company of investment funds counseled by Apax Worldwide Partners LLP. At present the Apax Europe VII Fonds investing via Pyramus is the largest European Private Equity Fund.
On May 15, 2008 Pyramus S.à r.l. published the offer document which was approved by the (German) Federal Financial Supervisory Authority for the voluntary takeover bid to the shareholders of D+S europe AG. The takeover bid is exercised by way of an offer for cash in an amount of EUR 13.00 per share and is addressed to all the shareholders of the enterprise. The deadline for acceptance is 12.00h midnight CEST on July 3, 2008.
The price is a premium of about 44% on the volume-weighted average price of the past three months prior to the decision of submitting a takeover offer. The submittal of the offer completely financed by equity of Apax Fonds was accorded with the D+S Management in the course of an Investment Agreement concluded with D+S europe AG.
Pyramus, i.e. Apax supports the growth strategy of the present Board and has given assurance to accompany the initiated course in future together with Management as a reliable financing partner. In the offer document Pyramus confirmed its intention to respect D+S europe AG´s independence as a listed enterprise in the medium term, and to maintain its Hamburg headquarters. Hence, regardless of acceptance rate of the takeover offer D+S europe AG will remain listed. No changes are to be made to the structure of employees. Moreover, the agreement does not provide any control or profit transfer arrangement.
The offer of Apax Partners is only subject to the approval of the antitrust authorities. There is no minimum acceptance rate. The offer document providing the details of the voluntary offer is published in the Internet under www.pyramus-angebot.de.
About D+S europe: D+S europe AG with its over 5,600 employees is a leading solutions provider for comprehensive e-commerce and customer contact management. Regardless of the communication channel, whether via fixed or mobile networks, the Internet, TV or in writing, D+S europe manages the contacts of internationally leading enterprises with millions of private customers. For renowned clients D+S europe operates online shops and their Europe-wide e-commerce business. D+S europe AG´s share is listed in Prime Standard and SDAX. For further informationen please refer to www.dseurope.ag.
end of announcement euro adhoc
Further inquiry note:
D+S europe AG, Kapstadtring 10, 22297 Hamburg
Director Corporate Communications & Marketing
Thiess Johannssen, Telephone: +49.40.4114-1400
t.johannssen@dseurope.ag
www.dseurope.ag
Branche: Advertising
ISIN: DE0005336804
WKN: 533680
Index: SDAX, CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade