DGAP-Adhoc: AEVIS Holding SA publishes its prospectus regarding the public tender offer on the hotel group Victoria-Jungfrau Collection AG (VIJN)
AEVIS Holding SA / Key word(s): Offer
08.11.2013 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR
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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
The PTO group today holds 13.14% of the share capital and voting rights of
Victoria-Jungfrau Collection AG (Victoria-Jungfrau)
AEVIS Holding SA (AEVIS) has published today its public tender offer
prospectus for the shares of Victoria-Jungfrau which was pre-announced on
24 October 2013. This public tender offer, launched at a price of CHF
250.00 per share, represents an opportunity for existing Victoria-Jungfrau
shareholders to sell their shares in the light of the de-listing from the
Bern and Zurich Exchanges scheduled for 29 November 2013. AEVIS' offer
represents a premium of 37% above the 60 days VWAP share price before the
pre-announcement and is well above the minimum price determined by Ernst &
Young in the context of the PTO regulations. The offer period will last
till 30 December 2013. In the event of a successful offer,
Victoria-Jungfrau would become an additional subsidiary of AEVIS and would
pursue the strategy developed by the actual management. The Swiss Takeover
Board has confirmed the conformity of the offer to the regulations
applicable on public tender offers.
AEVIS and its key shareholders EMER Holding SA (Michel Reybier) and HR
Finance & Participations SA (Antoine Hubert and Géraldine Hubert-Reynard)
currently hold 13.14% of the shares of Victoria-Jungfrau. The public tender
offer is subject to various conditions one of which being that AEVIS and
its key shareholders hold, together with the shares tendered in the public
offer, at least 51% of the shares of Victoria-Jungfrau by the end of the
offer period. In the event of a successful offer, Victoria-Jungfrau would
become the subsidiary of AEVIS dedicated to the hotel business. AEVIS
intends to pursue and intensify the repositioning strategy initiated by the
current management of Victoria-Jungfrau. AEVIS will support the necessary
investments in the establishments of Victoria-Jungfrau as well as the
growth strategy asserted by the management.
Due to the illiquidity of the Victoria-Jungfrau share and in conformity
with the regulations applicable to public tender offers, Ernst & Young AG
was mandated to perform an independent valuation of Victoria-Jungfrau and
determine the minimum price per Victoria-Jungfrau share. The price of CHF
250.00 offered by AEVIS includes a premium of 13.8% compared to the minimum
price of CHF 219.60 determined by Ernst & Young AG and of 37% compared to
the volume-weighted average share price over the last 60 trading days
(VWAP) before the pre-announcement. The offer period will start on 28
November 2013 and end on 30 December 2013. UBS SA was mandated by AEVIS
Holding for the execution of the public tender offer.
The prospectus can be ordered by contacting UBS AG via email:
swiss-prospectus@ubs.com, by phone +41 (0)44 239 47 03 or by fax +41 (0)44
239 69 14. All documents regarding the public tender offer can also be
found on AEVIS' website (www.aevis.com) in the Investor Relations section.
For further information:
AEVIS Holding AG Media and Investor Relations:
c/o Dynamics Group, Zurich
Edwin van der Geest, vdg@dynamicsgroup.ch,
+41 (0) 43 268 32 35 or +41 (0) 79 330 55 22
Philippe R. Blangey, prb@dynamicsgroup.ch,
+41 (0) 43 268 32 35 or +41 (0) 79 785 46 32
About AEVIS Holding
AEVIS Holding SA invests in the healthcare sector, life sciences, services
to people and lifestyle. AEVIS's main shareholdings are Genolier Swiss
Medical Network, the second largest group of private clinics in
Switzerland, Swiss Healthcare Properties AG, a company specialised in
medical real estate, Nescens SA, a brand dedicated to better aging, and AS
Ambulances Services SA. AEVIS wishes to progressively develop new sectors
of activity, amongst others in the sector of outpatient surgical centres,
radiology and dental medicine and hotel or hotel-related activities. AEVIS
is listed on the Domestic Standard segment of the SIX Swiss Exchange under
the ticker AEVS.SW.
Offer restrictions
In general
The public tender offer described in the prospectus mentioned above (the
'Offer') is not being made, directly or indirectly, in any country or
jurisdiction, in which the Offer would be illegal or would otherwise
violate any applicable law or ordinance, or which would require AEVIS
Holding SA to change the terms or conditions of the Offer in any way, to
submit any additional filing to, or to perform any additional action in
relation to, any governmental, regulatory or legal authority. It is not
intended to extend the Offer to any such country or jurisdiction. Documents
relating to the Offer must not be distributed in or sent to any such
countries or jurisdictions. Any such documents must not be used for the
purpose of soliciting the sale or purchase of securities of
Victoria-Jungfrau by any person or entity resident or incorporated in any
such country or jurisdiction.
United States of America
The Offer is not being made directly or indirectly in or by use of the mail
of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United
States of America and may only be accepted outside the United States of
America. This includes, but is not limited to, facsimile transmission,
telex or telephones. The offer prospectus and any other offering materials
with respect to the Offer may not be distributed in nor sent to the United
States of America and may not be used for the purpose of soliciting the
sale or purchase of any securities of Victoria-Jungfrau, from anyone in the
United States of America. AEVIS Holding SA is not soliciting the tender of
securities of Victoria-Jungfrau by any holder of such securities in the
United States of America. Securities of Victoria-Jungfrau will not be
accepted from holders of such securities in the United States of America.
Any purported acceptance of the Offer that AEVIS Holding SA or its agents
believe has been made in or from the United States of America will be
invalidated. AEVIS Holding SA reserves the absolute right to reject any and
all acceptances determined by it not to be in the proper form or the
acceptance of which may be unlawful.
United Kingdom
The offer documents in connection with the Offer are not for distribution
to persons whose place of residence, seat or habitual abode is in the
United Kingdom. This does not apply, however, to persons who (i) have
professional experience in matters relating to investments or (ii) are
persons falling within Article 49(2)(a) to (d) ('high net worth companies,
unincorporated associations etc.') of The Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 in the United Kingdom or (iii) to
whom it may otherwise lawfully be passed on (all such persons together
being referred to as 'relevant persons'). The offer documents in connection
with the Offer must not be acted on or relied on by persons whose place of
residence, seat or habitual abode is in the United Kingdom and who are not
relevant persons. In the United Kingdom any investment or investment
activity to which the offer documents relate is available only to relevant
persons and will be engaged in only with relevant persons.
08.11.2013 News transmitted by EQS Schweiz AG.
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