EANS-Adhoc: S&T AG takeover offer made by grosso holding GmbH - fulfillment of
the decree rendered by Austria's Takeover Commission on May 8, 2013
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ad-hoc disclosure pursuant to section 15 of the WpHG 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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other
17.07.2013
As the target of such, the Managing Board of S&T AG was notified as of 17.7.2013
by grosso holding GmbH of the conditions of the takeover offer made by grosso
holding GmbH. This offer represents grosso holding GmbH's - the offerer -
fulfillment of the decree rendered by Austria's Takeover Commission on May 8,
2013.
The key points of the offer disclosed to S&T AG are as follows:
- Object of the offer: purchase and acquisition of all of the non-par
bearer shares held in S&T AG (listed as ISIN AT0000A0E9W5 / WKN A0X9EJ) and with
a proportionate stake in the company's basic capital of EUR 1.00) by S&T AG's
shareholders (previously Quanmax AG's shareholders) immediately prior to the
merger with S&T System Integration & Technology Distribution AG (meaning as of
midnight CET of December 12, 2012). Comprised in this offer are all ancillary
rights associated with these shares as of the time of the processing of this
offer.
- This offer is addressed to all shareholders of S&T AG who were
shareholders of S&T AG (previously Quanmax AG) prior to the entry on December
12, 2012 of the merger of S&T System Integration & Technology Distribution AG
into S&T into the corporate registry of the State Court of Linz.
- Consideration (offer price): payment in cash of EUR 2.19 per non-par
bearer share of S&T AG.
- Term of acceptance:
o Beginning: July 18, 2013
o End: August 15, 2013, midnight, CET, with the right being
reserved to extend the term of acceptance, in accordance with Number 3.7.2 of
these offer sheets.
The previous shareholders of S&T System Integration & Technology Distribution AG
join shareholders whose holdings in S&T AG started after December 12, 2012 in
being excluded from the takeover offer. Further details on the acceptance, on
costs/expenses and the like are contained in the offer sheets comprising the
obligatory offer made by grosso holding Gesellschaft mbH, Walfischgasse 5,
A-1015 Vienna, Austria, to the shareholders of S&T AG, Industriezeile 35, A-4021
Linz, Austria, ISIN AT0000A0E9W5 / WKN A0X9EJ. The offer sheets can also be
procured online at http://www.snt.at.
The Managing and Supervisory Boards of S&T AG will evaluate the offer sheets,
and will, at an appropriate point in time, publish a statement. This will be
addressed to the shareholders of S&T AG, and will accord to §§ 39, 27 Paragraph
1 of Austria's WpÜG (Securities and Takeovers Act.
Further inquiry note:
ir@snt.at; +431801911125;
end of announcement euro adhoc
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issuer: S&T AG
Industriezeile 35
A-4021 Linz
phone: +43(732)7664-0
FAX: +43(732)7664-801
mail: ir@snt.at
WWW: www.snt.at
sector: Computing & Information Technology
ISIN: AT0000A0E9W5
indexes:
stockmarkets: regulated dealing/prime standard: Frankfurt
language: English