EANS-Adhoc: C-QUADRAT Investment AG C-QUADRAT signs Purchase agreement for the
acquisition of the British asset management company BCM
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update to an 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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05.09.2012
Vienna / Frankfurt, 05.09.2012. In an Ad-hoc Announcement issued on 2.07.2012
via euro adhoc C-QUADRAT Investment AG (ISIN AT0000613005) gave notice of the
possible acquisition of BCM Group, a UK Fund Management Company, the strategic
considerations and basic points of the planned transaction (purchase price,
intended use of its treasury shares, purchase price adjustment mechanism).
Today the share purchase agreement regarding the contemplated transaction has
been entered with Laakman Holding Ltd. The purchase price amounts to
approximately EUR 13,400,000 and is subject to an amendment in 3 ¼ years that
may result in an increase or decrease in the purchase price of up to 30 %
depending on the operating results. According to the share purchase agreement
inter alia C-QUADRAT's treasury shares will be used as acquisition currency. The
share of used treasury shares amounts to 3 % of C-QUADRAT's share capital and
therefore equals approximately 30% of the agreed purchase price. In the event of
breach of contractual warranties and / or indemnifications caused by the
sellers, the sellers may under certain circumstances be entitled to fulfill
their obligations through a (re-)transfer of the shares in C-QUADRAT to
C-QUADRAT, also exceeding the number of treasury shares initially received from
C-QUADRAT, or the transfer of the proceeds from the sale of such shares.
Among others the acquisition is subject to the approval by the UK Financial
Services Authority (FSA), London.
Furthermore, the consummation of the transaction is conditional upon the
supervisory board approval of the utilization of the treasury shares under
exclusion of the subscription right. The respective report of the management
board regarding the intended sale of treasury shares including the exclusion of
the subscription right pursuant to § 171 (1) Austrian Stock Corporation Act
(Aktiengesetz) will be published on C-QUADRAT's website within the next days.
The required approval of the supervisory board may be given two weeks after the
report's publication at the earliest.
The parties aim at completing the transaction during Q4 2012.
original announcement:
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keywords Mergers - Acquisitions - Takeovers
EANS-Adhoc: C-QUADRAT Investment AG / C-QUADRAT intends to acquire UK Fund
Management Company
02.07.2012
Vienna / Frankfurt, 02.07.2012. C-QUADRAT Investment AG (ISIN AT0000613005)
announces that a term sheet was signed on the possible acquisition of 100% of
the shares in BCM (Luxembourg) SA and thus on the direct or indirect acquisition
of 100% of the shares in the UK Fund Management Company BCM & Partners LLP
("BCM-Group").
BCM-Group is a London domiciled independent Asset Manager with focus on Credit
Funds (Convertible Funds, High Yield Funds), Multi Asset Class Funds und Fund of
Funds. Currently BCM-Group manages assets of approximately EUR 800 million.
The purchase price, which is subject to negotiations, would be an amount
corresponding to approximately 10% of the market capitalization of C-QUADRAT. It
is further intended to agree on a price-adjustment-clause, which could become
effective after 3 ¾ years and could lead to an increase or a reduction of up to
30%. C-QUADRAT plans to finance the intended takeover with equity, partially
with treasury shares, as well as with debt.
With this intended acquisition C-QUADRAT aims at the continuation of its
strategy of continuous growth in Asset Management as its core business and the
increase of diversification of its current product range.
Subject to completion of due diligence to the satisfaction of
C-QUADRAT and successful negotiation of the transaction documentation, the
parties aim at a signing of the transaction still in July 2012.
The possible transaction requires board approvals by the contracting parties and
post-signing the fulfillment of conditions precedent including approvals by the
UK Financial Services Authority (FSA), London. In today's extraordinary board
meeting C-QUADRAT's supervisory board has basically agreed on the possible
acquisition.
According to § 171 (1) Austrian Stock Corporation Act (Aktiengesetz) C-QUADRAT's
management board has to publish a report regarding the intended sale of treasury
shares including the exclusion of the subscription right two weeks prior to the
necessary approval through resolution of the supervisory board.
Subject to signing still in July, the parties aim at completing the transaction
during Q3 2012.
Further inquiry note:
StB Mag. Roland Starha
Member of the Board
C-QUADRAT Investment AG
Stubenring 2
A-1010 Vienna
Tel.: +43 1 515 66 317
Mail: ir@c-quadrat.comwww.c-quadrat.com
end of original announcement euro adhoc
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sector publicity of original announcement:
2012-07-02 17:33:32 - Bloomberg- sent
2012-07-02 17:33:32 - Bloomberg- sent
Further inquiry note:
StB Mag. Roland Starha
Member of the Board
C-QUADRAT Investment AG
Stubenring 2
A-1010 Vienna
Tel.: +43 1 515 66 317
Mail: ir@c-quadrat.comwww.c-quadrat.com
end of announcement euro adhoc
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issuer: C-QUADRAT Investment AG
Stubenring 2
A-1010 Wien
phone: +43 1 515 66-0
FAX: +43 1 515 66-159
mail: c-quadrat@investmentfonds.at
WWW: www.c-quadrat.at
sector: Financial & Business Services
ISIN: AT0000613005
indexes: Standard Market Auction
stockmarkets: official market: Frankfurt, Wien
language: English