27.11.2017 – 18:45

Highlight Communications AG

DGAP-Adhoc: Decision to make a takeover offer to the shareholders of Constantin Medien AG

DGAP-Ad-hoc: Highlight Communications AG / Key word(s): Offer
Decision to make a takeover offer to the shareholders of Constantin Medien AG

27-Nov-2017 / 18:38 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP
- a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Publication of inside information in accordance with Article 17 MAR

Pratteln, 27 November 2017

Decision to make a takeover offer to the shareholders of Constantin Medien AG

Today, the Board of Directors of Highlight Communications AG (ISIN CH0006539198)
(the "Company") decided to make, together with Studhalter Investment AG, Luzern
("SIAG") and with exempting effect also for Mr. Bernhard Burgener, Mrs. Rosmarie
Burgener, Highlight Event and Entertainment AG, Pratteln ("HLEE"), and Mr.
Alexander Studhalter, an offer to the shareholders of Constantin Medien AG to
acquire their no-par value ordinary bearer shares in Constantin Medien AG (the
"Constantin Shares") by way of voluntary public takeover bid against payment of
a cash consideration in the amount of EUR 2.30 per Constantin Share (the
"Takeover Offer").

For purposes of financing and coordinating the Takeover Offer and in order to
structure the group of shareholders of Constantin Medien AG following the
successful execution of the Takeover Offer, today, the Company entered into a
framework agreement with SIAG and HLEE (which is currently the largest
shareholder of Constantin Medien AG with a participation of nearly 30%) as well
as Mr. Bernhard Burgener, Mrs. Rosmarie Burgener and Mr. Alexander Studhalter.
The framework agreement inter alia provides for all Constantin Shares tendered
under the Takeover Offer to be acquired by and transferred to the Company upon
completion of the Takeover Offer. In this context, SIAG acquired a participation
of 28.7% in HLEE in a capital increase which was implemented today.

Moreover, in this context, Bernhard and Rosmarie Burgener, SIAG and Alexander
Studhalter entered into a shareholders' agreement, which will only become
effective if and when the Takeover Offer is successful in accordance with the
contractual conditions. The agreement inter alia provides that in such case the
board of directors of HLEE, the board of directors of Highlight Communications
AG and the supervisory board of Constantin Medien AG shall be composed of a
majority of representatives of the core shareholders.

The offer document and other information relating to the Takeover Offer will be
published on the internet under http://www.siagtgwhlc-offer.de. The Takeover
Offer will be subject to the condition precedent of the receipt of necessary
antitrust clearances. Furthermore, the Takeover Offer will be made on and
subject to the terms and conditions yet to be communicated in the offer
document.

The Company expects the publication of the offer document, which may only take
place after its approval by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), to occur in the course of
December 2017.


Further Information:

HIGHLIGHT COMMUNICATIONS AG
Investor Relations
Netzibodenstrasse 23b
CH-4133 Pratteln BL
Tel: +41 (0)61 816 96 91
Email:  ir@hlcom.ch

Disclaimer
This announcement merely serves information purposes and neither represents an
offer to purchase or sell nor a solicitation of an offer to purchase or sell
shares of Constantin Medien AG. The definite terms and conditions of the
Takeover Offer, as well as further provisions concerning the Takeover Offer,
will be published in the offer document after the approval of the offer document
by the German Federal Financial Supervisory Authority. The Bidders reserve the
right to deviate from the basic terms presented herein in the final terms and
conditions of The Takeover Offer. Investors and shareholders of Constantin
Medien AG are strongly advised to read the offer document and any relevant
documents in connection with the Takeover Offer as soon as such documents will
be published as they will contain important information. Where appropriate, it
is furthermore recommended to seek independent advice in order to receive a
competent assessment regarding the contents of the offer document and the
Takeover Offer.
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27-Nov-2017 CET/CEST 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 Announcement DGAP News Service

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633119  27-Nov-2017 CET/CEST