19.06.2016 – 20:28

Palfinger Holding AG

EANS-Adhoc: PALFINGER intends to make a takeover bid for Norwegian TTS Group ASA

--------------------------------------------------------------------------------
  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.
--------------------------------------------------------------------------------
Mergers - Acquisitions - Takeovers
19.06.2016


+++ This press release does not constitute an offer for the acquisition of
shares in TTS Group ASA but is merely designed to inform the public about the
state of a potential acquisition project by PALFINGER AG. An outline of this
Transaction will be disclosed today on the websites of TTS Group ASA and
PALFINGER AG in accordance with the Norwegian Stock Exchange Act. +++
 


* PALFINGER is offering NOK 5.60 in cash for one TTS share in the event of a
  positive due diligence outcome
* 100 per cent acquisition planned
* Board of Directors of TTS recommends acceptance of the intended offer
* Closing of transaction possible in three to six months
* Marine business would become the PALFINGER Group's strong second mainstay

 
 
Bergheim/Bergen, 19 June 2016
 
PALFINGER AG, a company listed on the Vienna Stock Exchange and headquartered in
Bergheim/Salzburg, intends to make a takeover bid, via its subsidiary Palfinger
Marine GmbH, Salzburg, for all of the shares in Norwegian Bergen-headquartered
TTS Group ASA. For every share traded on the Oslo Stock Exchange, a cash amount
of NOK 5.60 would be offered. Subject to a positive outcome of the due diligence
audit, the offer would be made in agreement with the Board of Directors of TTS,
and TTS would recommend its shareholders to accept the offer.
 
Subject to the positive outcome of the due diligence audit and the official
approvals, the intended acquisition is expected to be finalized in the fourth
quarter of this year, but latest in January 2017. The offer, which will be made
in accordance with the Norwegian Securities Trading Act, also has the support of
approx. 67 per cent of the shareholders, among them TTS's largest shareholder
group, the Skeie family, which holds approx. 32 per cent of the shares. The
offer will become effective subject to the approval of 90 per cent of the
shareholders. The formal offer document should be disclosed within four weeks
from now. The offer period will end four weeks after disclosure.
 
The TTS Group, headquartered in Bergen, has global operations with a focus on
the design, development and supply of equipment solutions and services for the
marine and offshore oil and gas industries.
 

 
+++ This press release does not constitute an offer for the acquisition of
shares in TTS Group ASA but is merely designed to inform the public about the
state of a potential acquisition project by PALFINGER AG. An outline of this
Transaction will be disclosed today on the websites of TTS Group ASA and
PALFINGER AG in accordance with the Norwegian Stock Exchange Act. +++


Further inquiry note:
Hannes Roither, PALFINGER AG
Company Spokesperson
Tel.: +43 662 2281-81100
mailto:h.roither@palfinger.com
www.palfinger.ag

end of announcement                               euro adhoc 
--------------------------------------------------------------------------------


issuer:      Palfinger AG
             Lamprechtshausener Bundesstraße 8
             A-5020 Salzburg
phone:       0662/2281-81101
FAX:         0662/2281-81070
mail:         ir@palfinger.com
WWW:      www.palfinger.ag
sector:      Machine Manufacturing
ISIN:        AT0000758305
indexes:     Prime Market
stockmarkets: official market: Wien 
language:   English