EANS-Adhoc: Miba Aktiengesellschaft Mitterbauer
Beteiligungs-Aktiengesellschaft plans takeover offer to free-float shareholders
and delisting of Miba AG
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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Capital measures
14.07.2015
Laakirchen, July 14, 2015
Miba AG ("Miba") was today informed by its majority shareholder, Mitterbauer
Beteiligungs-Aktiengesellschaft ("MBAG") about a takeover offer addressed to
free-float shareholders. Furthermore, Miba was informed that MBAG targets a
squeeze-out and a delisting of the Miba preferred shares from the Vienna Stock
Exchange presumably in the fourth quarter 2015:
"MBAG intends to make a voluntary public offer in accordance with Sections 4 et
seq of the Austrian Takeover Code ("ATC") to the shareholders of Miba to
purchase all no par value preferred bearer shares Issue B of Miba which are
listed for trading on the Vienna Stock Exchange (ISIN: AT0000734835). Shares
which are already held by the bidder, parties acting in concert and the treasury
shares held by the target company are excluded from the offer. Accordingly, the
offer relates to 121.233 preferred shares of Issue B which corresponds to 9.33%
in the entire share capital of the target company. The offer price will amount
to EUR 550 per preferred share. In accordance with Sections 7, 10 ATC, MBAG will
file today an offer document with the takeover commission. The offer document is
expected to be published on or about July 30, 2015. The offer period will
commence upon publication of the offer and will presumably last three weeks.
MBAG today has approached Miba with its intention to launch squeeze-out
proceedings in accordance with § 1 of the Shareholder-Squeeze-out-Act.
MBAG today has acquired 80,788 preferred shares Issue B without voting or
conversion rights (ISIN: AT0000734835) from MITTERBAUER Privatstiftung.
Accordingly, it owns 870,000 ordinary voting shares which represent 100% of the
voting rights in the shareholders' meeting of the target company, 130,000
non-voting preferred bearer shares Issue A which have a conversion right into
ordinary bearer shares and 80,788 non-voting preferred bearer shares Issue B
which have no conversion rights into ordinary bearer shares. This corresponds to
a participation of MBAG in the entire issued share capital of Miba of 83.14%."
end of ad-hoc-announcement
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The Miba Group
Miba AG, which is a listed company (WKN 872002), is one of Austria's leading
industrial and technology companies. Formed in Laakirchen in Upper Austria in
1927, the high-tech group today develops and manufactures its products at 22
sites in eleven countries. Miba products can be found in the passenger vehicles,
trucks, construction machinery, trains, ships, aircraft and power plants made or
built by the respective leading global manufacturers. The Company specializes in
engine bearings, friction materials, sintered components and coatings. In
addition, Miba manufactures passive electronic components such as resistors and
cooling systems which are needed, among other things, in power transmission
systems. Moreover, the Company develops and manufactures special machinery for
high-precision machining of large components. Miba employs more than 5,000
members of staff. Revenue in fiscal year 2014-2015 amounted to EUR 669.3
million, while earnings before interest and tax (EBIT) were EUR 81.9 million.
Further inquiry note:
Mag. Valerie Weixlbaumer-Pekari
Head of Corporate Communications & Marketing Services
Tel.: +43/664/5416364
mailto:valerie.weixlbaumer@miba.com
Investoren/Analysten
MMag. Markus Hofer
CFO
Tel.: +43/7613/2541-1138
mailto:markus.hofer@miba.com
end of announcement euro adhoc
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issuer: Miba Aktiengesellschaft
Dr.Mitterbauer-Straße 3
A-4663 Laakirchen
phone: 07613/2541-0
FAX: 07613/2541-1010
mail: info@miba.com
WWW: www.miba.com
sector: Industrial Components
ISIN: AT0000734835
indexes: Standard Market Auction
stockmarkets: official market: Wien
language: English