EANS-Adhoc: Fosun intends to purchase majority stake in Wolford AG and to
commits to subscribe for a capital increase of EUR 22 million. A takeover offer
to shareholders is expected.
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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01.03.2018
Bregenz - 1 March 2018. Wolford AG announces that Fosun Industrial Holdings
Limited (Fosun) and the main shareholder group (WMP Familien-Privatstiftung,
Sesam Privatstiftung and M. Erthal & Co. Beteiligungsgesellschaft m.b.H. as well
as related parties) intend to conclude an agreement for the purchase of a
majority stake in Wolford AG (2.543.694 shares, approx. 50.87% of the total
share capital of Wolford AG). The expected purchase price amounts to EUR 12.80
per share. The closing of the share purchase agreement is expected to be subject
to the fulfilment of certain conditions precedent including, in particular,
clearance by the competent merger control authorities. Upon closing of the
purchase, Fosun will be the new strategic majority shareholder of Wolford AG.
To strengthen Wolford AG's financial structure, Wolford AG and Fosun intend to
agree on a cash capital increase, with shareholders' subscription rights being
maintained, which shall provide EUR 22,000,000 of fresh equity to Wolford AG.
The intended capital increase requires a resolution by the general meeting.
Fosun intends to commit to subscribe for a cash capital increase of Wolford AG
from EUR 36,350,000 by EUR 12,495,312.50 to EUR 48,845,312.50 by issue of
1,718,750 new shares for an issue price of EUR 12.80 per new share. This
commitment includes the subscription of new shares to the extent that
shareholders of Wolford AG do not exercise their subscription rights in full.
The maximum cash contribution by Fosun hence amounts to EUR 22,000,000.
Signing is scheduled for today. The closing of the share purchase agreement and
the general meeting that shall resolve on the cash capital increase are intended
to take place in May 2018. The general meeting will be convened after clearance
of Fosun's share purchase by the competent merger control authorities.
In connection with the share purchase agreement, Fosun also communicated its
intention to launch an anticipatory mandatory takeover offer to the remaining
shareholders of Wolford AG in accordance with §22 of the Austrian Takeover Act.
It is expected that the takeover is subject to the closing of the share purchase
agreement.
The price per share in the takeover offer is expected to be set in accordance
with applicable takeover law and is intended to amount to the weighted average
stock exchange price of the last six months, hence exceeding the purchase price
per share in the share purchase agreement.
Further inquiry note:
Wolford AG
Maresa Hoffmann
Investor Relations & Corporate Communications
Tel.: +43 5574 690 1258
investor@wolford.com | company.wolford.com
end of announcement euro adhoc
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issuer: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43(0) 5574 690-1268
FAX: +43(0) 5574 690-1219
mail: investor@wolford.com
WWW: http://company.wolford.com
ISIN: AT0000834007
indexes: ATX GP
stockmarkets: New York, Frankfurt, Wien
language: English
