EANS-Adhoc: Amendment of a previously released ad-hoc announcement Cubic
(London) Limited: Anticipated Mandatory Offer for all outstanding shares in
C-QUADRAT Investment AG (ISIN: AT0000613005): Withdrawal of request to Financial
Market Authority ...
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Update to a 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 solely responsible for the content of this
announcement.
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Mergers - Acquisitions - Takeovers
20.09.2016
Vienna/Frankfurt, 20.09.2016: C-QUADRAT Investment AG (ISIN: AT0000613005)
announces that it has been informed of the following facts:
On 15.01.2016 Cubic (London) Limited ("Cubic") which is owned in equal parts by
San Gabriel Privatstiftung and T.R. Privatstiftung announced (i) that it had
entered into a conditional share purchase agreement regarding a total of
1.095.162 non-par value bearer shares of C-QUADRAT Investment AG ("C-QUADRAT" or
"Target Company"), corresponding to 25,1% of the Target Company's issued share
capital and (ii) its intention to launch an anticipated mandatory takeover offer
("MTO") pursuant to Sec 22 et seq ÜbG (Transaction I). The acquisition of the
respective shares and the MTO have been subject to the regulatory approvals by
competent authorities. Approval was obtained in June 2016.
On 10.03.2016 Cubic entered into additional share purchase agreements with
C-QUADRAT's core shareholders regarding a total of 2.856.344 non-par value
bearer shares (65,46%) of C-QUADRAT (Transaction II). All agreements have been
subject to the regulatory approvals by competent authorities. With effectiveness
of these agreements Cubic would have held more than 90% in the Target Company
and would have intended to launch a squeeze out proceeding following the MTO.
Cubic and C-QUADRAT's core shareholders decided not to proceed with Transaction
II. Only Transaction I will be completed. For the time being, a subsequent
squeeze out proceeding in C-QUADRAT will not be initiated because the legal
requirements have not been fulfilled.
The MTO can still be accepted until and including 12.10.2016. The offer price
remains unchanged at EUR 60 per C-QUADRAT share.
The offer document includes the precise terms and periods regarding the
acceptance of the anticipated mandatory offer and is available online on the
websites of the Target Company (www.c-quadrat.com) and the Austrian Takeover
Commission (www.takeover.at).
original announcement:
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EANS-Adhoc: Amendment of a previously released ad-hoc announcement / C-QUADRAT
Investment AG / Cubic (London) Limited: Anticipated Mandatory Offer for all
outstanding shares in C-QUADRAT Investment AG (ISIN: AT0000613005): Fulfillment
of condition precedent
Mergers - Acquisitions - Takeovers
22.06.2016
Vienna/Frankfurt, 22.06.2016: Today, Cubic (London) Limited ("Cubic" or
"Bidder") which is owned in equal parts by San Gabriel Privatstiftung and T.R.
Privatstiftung informed C-QUADRAT Investment AG as follows:
On 05.04.2016 Cubic launched an anticipated mandatory take-over offer pursuant
to Sec 22 et seq ÜbG to acquire shares of C-QUADRAT Investment AG ("MTO"). The
MTO was subject to the regulatory approval of Transaction I (closing of Talanx
Share Purchase Agreement and the MTO) by competent regulatory authorities.
On 22.06.2016 the Austrian Financial Market Authority informed the Bidder that
Transaction I (closing of Talanx Share Purchase Agreement and the MTO) was
approved. In addition, by that date all other competent regulatory authorities
had confirmed approval of the consummation of the MTO. Thus the condition
precedent pursuant to section 5 of the MTO memorandum is herewith fulfilled. The
MTO is no longer subject to any condition precedent.
It can be expected that on 28 June 2016 the offer price corresponding to EUR
60,00 per share will be paid by UniCredit Bank Austria as receiving and payment
Agent - simultaneously (Zug um Zug) against the transfer of shares - to those
shareholders who tendered their shares and thus accepted the offer under the MTO
within the acceptance period, ie by 14 June 2016.
original announcement:
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EANS-Adhoc: Amendment of a previously released ad-hoc announcement / C-QUADRAT
Investment AG / Cubic (London) Limited announces increase of the offer price
under the anticipated mandatory takeover offer for all outstanding shares in
C-QUADRAT Investment AG and start of a squeeze out procedure (ISIN:
AT0000613005)
Mergers - Acquisitions - Takeovers
11.03.2016
Vienna/Frankfurt, 11.03.2016: C-QUADRAT Investment AG (ISIN:
AT0000613005) announces that it has been informed of the following facts:
On 15.01.2016 Cubic (London) Limited ("Cubic") which is owned in equal parts by
San Gabriel Privatstiftung and T.R. Privatstiftung announced (i) that it had
entered into a conditional share purchase agreement regarding a total of
1,095,162 non-par value bearer shares of C-QUADRAT Investment AG ("C-QUADRAT" or
"Target Company"), corresponding to 25.1% of the Target Company's issued share
capital and (ii) its intention to launch an anticipated mandatory takeover offer
pursuant to Sec 22 et seq ÜbG ("MTO") with an offer price expected to be EUR
42.86 per share. The share purchase agreement is subject to the regulatory
approvals by competent authorities.
On 10.03.2016 Cubic entered into additional share purchase agreements with
Laakman Holding Ltd, Hallmann Holding International Investment GmbH, Q-CAP
Holdings Ltd, San Gabriel Privatstiftung and T.R. Privatstiftung regarding a
total of 2,856,344 non-par value bearer shares of C-QUADRAT (65.46%). Further,
San Gabriel Privatstiftung, T.R. Privatstiftung, Hallmann Holding International
Investment GmbH, Q-CAP Holdings Ltd and the beneficiaries of Laakman Holding Ltd
entered into a shareholders' agreement with respect to Cubic. All agreements are
subject to the regulatory approvals by competent authorities. With effectiveness
of these agreements Cubic together with the parties acting in concert will hold
more than 90% in the Target Company.
As already announced on 15.01.2016 Cubic and its parties acting in concert
intend to fulfill this obligation by way of launching a MTO to acquire all C-
QUADRAT shares that are not held by Cubic and parties acting in concert. This
MTO will refer to 411,694 C-QUADRAT shares, corresponding to approximately 9.44%
of the Target Company's issued share capital. The offer price will be increased
from EUR 42.86 to EUR 60.00. The MTO will be subject to the regulatory approvals
by competent authorities.
Further, Cubic and parties acting in concert intend to implement a squeeze out
procedure subsequent to the MTO. The publication of the offer document in
accordance with statutory requirements can be expected in April 2016 after
clearance by the Austrian Takeover Commission. The offer document will include
the precise terms and periods regarding the acceptance of the anticipated
mandatory offer and will be available online on the websites of the Target
Company (www.C-QUADRAT.com) and the Austrian takeover commission
(www.takeover.at).
Disclaimer:
This announcement is for information purposes only and neither constitutes an
invitation to sell, nor an offer to purchase, C-QUADRAT shares. The final terms
and further provisions regarding the anticipated mandatory takeover offer will
be disclosed in the offer document once it will have been approved by the
Austrian Takeover Commission (Übernahmekommission). Investors and holders of C-
QUADRAT securities are strongly recommended to read the offer document and all
announcements in connection with the public takeover offer as they contain or
will contain important information.
The offer will be made exclusively under the laws of Austria, especially under
the Austrian Takeover Act. The offer will not be executed according to the
provisions of jurisdictions other than those of Austria. Thus, no other
announcements, registrations, admissions or approvals of the offer outside of
Austria have been filed, arranged for or granted. Holders of C-QUADRAT shares
cannot rely on having recourse to provisions for the protection
of investors in any jurisdiction other than such provisions of Austria.
To the extent permissible under applicable law or regulation, and in accordance
with Austrian market practice, the Bidder may purchase, or conclude agreements
to purchase, C-QUADRAT shares, directly or indirectly, outside of the scope of
the public takeover offer, before, during or after the acceptance or any
additional acceptance period. These purchases may be completed via the stock
exchange at market prices or outside the stock exchange at negotiated
conditions. Any information on such purchases will be immediately disclosed as
required by law or regulation in Austria.
Previously released announcement euro adhoc
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EANS-Adhoc: C-QUADRAT Investment AG / Cubic (London) Limited announces
anticipated mandatory offer for all outstanding shares in C-QUADRAT Investment
AG (ISIN: AT0000613005)
Mergers - Acquisitions - Takeovers
15.01.2016
Vienna/Frankfurt, 15.01.2016: Today, C-QUADRAT Investment AG (ISIN:
AT0000613005) announces that it has been informed of the following facts:
Cubic (London) Limited ("Bidder" or "Cubic") which is owned in equal parts by
San Gabriel Privatstiftung, currently holding approximately 15,68% in C-QUADRAT
Investment AG, and T.R. Privatstiftung, currently holding approximately 19,58%
in C-QUADRAT Investment AG, has entered into a conditional share purchase
agreement with Talanx Asset Management GmbH regarding a total of 1.095.162
non-par value bearer shares of C-QUADRAT Investment AG ("C-QUADRAT" or "Target
Company"), corresponding to 25,1% of the Target Company's issued share capital.
The purchase price per share amounts to EUR 42. The share purchase agreement is
subject to the regulatory approvals by competent authorities in Germany, UK and
Austria.
With effectiveness of the share purchase agreement the Bidder together with both
private trusts will hold more than 50% in the Target Company thus being obliged
to launch a mandatory takeover offer to all other shareholders pursuant to
sections 22 et seq. Austrian Takeover Act. Cubic intends to fulfill this
obligation by way of launching an anticipated mandatory offer to acquire all
C-QUADRAT shares that are not held by the bidder, parties acting in concert,
C-QUADRAT or shareholders with whom the Bidder entered into no tender
commitments. Thus, this anticipated mandatory offer will refer to approximately
411.000 C-QUADRAT shares, corresponding to approximately 9,44% of the Target
Company's issued share capital. The offer price will correspond to statutory
requirements and is expected to be EUR 42.86 per C-QUADRAT share. The
anticipated mandatory offer will be subject to the regulatory approvals by
competent authorities in Germany, UK and Austria.
The Bidder plans to release the offer document in accordance with statutory
requirements, however, given the complexity of regulatory approval procedures in
several jurisdictions intends to file an application to the Austrian Takeover
Commission to extend the time period for notification of the offer document. The
offer document will include the precise terms and periods regarding the
acceptance of the anticipated mandatory offer and will be available online on
the websites of the Target Company (www.c-quadrat.com) and the Austrian takeover
commission (www.takeover.at).
The Bidder expressly points out that its announcement is for information
purposes only and neither constitutes an invitation to sell, nor an offer to
purchase, C-QUADRAT shares. The final terms and further provisions regarding the
anticipated mandatory takeover offer will be disclosed in the offer document
once it will have been approved by the Austrian Takeover Commission
(Übernahmekommission). Investors and holders of C-QUADRAT securities are
strongly recommended to read the offer document and all announcements in
connection with the public takeover offer as they contain or will contain
important in-formation.
The Bidder expressly points out that the offer will be made exclusively under
the laws of Austria, especially under the Austrian Takeover Act. The offer will
not be executed according to the provisions of jurisdictions other than those of
Austria. Thus, no other announcements, registrations, admissions or approvals of
the offer outside of Austria have been filed, arranged for or granted. Holders
of C-QUADRAT shares cannot rely on having recourse to provisions for the
protection of investors in any jurisdiction other than such provisions of
Austria.
Finally, the Bidder expressly points out that to the extent permissible under
applicable law or regulation, and in accordance with Austrian market practice,
the Bidder may purchase, or conclude agreements to purchase, C-QUADRAT shares,
directly or indirectly, outside of the scope of the public takeover offer,
before, during or after the acceptance or any additional acceptance period.
These purchases may be completed via the stock exchange at market prices or
outside the stock exchange at negotiated conditions. Any information on such
purchases will be immediately disclosed as required by law or regulation in
Austria.
Further inquiry note:
Mag. Andreas Wimmer
Vorstand
C-QUADRAT Investment AG
Schottenfeldgasse 20
A-1070 Wien
Tel.: +43 1 515 66 316
Mail: a.wimmer@investmentfonds.atwww.c-quadrat.com
End of previously released announcement:
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stock market listing: official market: Frankfurt, Wien system time: 15.01.2016
20:32:21 time of disclosure: 15.01.2016 20:26:18
Further inquiry note:
Mag. Andreas Wimmer
C-QUADRAT Investment AG
Schottenfeldgasse 20
A-1070 Wien
Tel.: +43 1 515 66 316
Mail: a.wimmer@investmentfonds.atwww.c-quadrat.com
end of original announcement euro adhoc
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Further inquiry note:
Mag. Andreas Wimmer
Schottenfeldgasse 20
A-1070 Wien
Tel.: +43 1 515 66 316
E-Mail: a.wimmer@investmentfonds.atwww.c-quadrat.com
end of original announcement euro adhoc
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sector publicity of original announcement:
2016-06-22 22:12:02 - Bloomberg- sent
2016-06-22 22:12:02 - Bloomberg- sent
Further inquiry note:
Andreas Wimmer
Schottenfeldgasse 20
A-1070 Vienna
Tel.: +43 1 515 66 316
E-Mail: a.wimmer@investmentfonds.atwww.c-quadrat.com
end of announcement euro adhoc
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issuer: C-QUADRAT Investment AG
Schottenfeldgasse 20
A-1070 Wien
phone: +43 1 515 66-0
FAX: +43 1 515 66-159
mail: c-quadrat@investmentfonds.at
WWW: www.c-quadrat.com
sector: Financial & Business Services
ISIN: AT0000613005
indexes: Standard Market Auction
stockmarkets: official market: Frankfurt, Wien
language: English