TKH Announces Purchases of Shares Outside the Tender Offer for Outstanding Shares of Augusta Technologie Aktiengesellschaft
NETTETAL, Germany, June 8, 2012 /PRNewswire/ -- TKH Technologie Deutschland AG, 41334 Nettetal, Germany ("Offeror"), a wholly-owned subsidiary of TKH Group NV ("TKH"), today announced that it has purchased shares outside the tender offer set forth in the offer document (the "Offer Document") related to its voluntary public takeover offer to the shareholders of Augusta Technologie Aktiengesellschaft, Munich, Germany, ("Augusta AG") for the purchase of their bearer shares with no par value (ISIN DE000A0D6612) of Augusta AG (the "Augusta Shares") for cash consideration of EUR 23.00 per share (the "Offer"). On 6 June 2012 the Offeror reduced the minimum acceptance level and waived one offer condition and hereby amended the Offer. Due to this amendment the acceptance period (initially June 8, 2012, midnight, Central European Summer Time ("CEST")) for the Offer is extended pursuant to the German Securities Acquisition and Takeover Act for two weeks and therefore ends on 22 June 2012, midnight CEST, unless extended again pursuant to the statutory provisions of the German Securities Acquisition and Takeover Act.
On June 6, 2012 and June 7, 2012, after the publication of the Offer Document, as amended, and prior to the expiration of the one year period after the announcement, pursuant to the German Securities Acquisition and Takeover Act, the Offeror purchased 192,855 and 5,144 Augusta Shares, respectively, outside the tender offer for a purchase price to be paid in cash. The average purchase price per share was EUR 23.00. The highest purchase price per share was EUR 23.00. The purchases on June 6, 2012 correspond to approximately 2.27% of the share capital and voting rights of Augusta AG and approximately 2.52% of the voting share capital of Augusta AG reduced in accordance with Section 71b of the German Stock Corporation Act (i.e., all Augusta Shares less treasury shares of Augusta AG). The purchases on June 7, 2012 correspond to approximately 0.06% of the share capital and voting rights of Augusta AG and approximately 0.07% of the voting share capital of Augusta AG reduced in accordance with Section 71b of the German Stock Corporation Act (i.e., all Augusta Shares less treasury shares of Augusta AG). The titles of the shares purchased on June 6, 2012 and June 7, 2012 are expected to be transferred to the Offeror on June 8, 2012 and June 11, 2012, respectively.
As previously set forth in the Offer Document, as amended, the Offeror may acquire or agree to acquire further Augusta Shares outside the Offer either directly or through persons acting in concert with it or their subsidiaries. These purchases may occur on the stock exchange at prevailing prices or in private transactions at negotiated prices.
The Offer is being made pursuant to the Offer Document, as amended, which contains the complete terms and conditions of the Offer, which Augusta shareholders are urged to read carefully before making any decision with respect to the Offer. The Offer Document, as amended, is available free of charge in German and in a non-binding English translation at TKH's website, http://www.tkhgroup.com.
Augusta shareholders in the United States are advised that the Offer is being made with respect to the securities of a German company solely listed in Germany and are urged to read the Offer Document, as amended, including important additional information for U.S. shareholders, in particular the section entitled "Important Information for U.S. Shareholders."
Investors and media, for further information please contact:
J.M.A. (Alexander) van der Lof
MBA, Bernhard Meising
Chairman of the Executive Board CNC - Communications & Network Consulting AG
Tel. + 31 (0)53 5732903 Tel. + 49 (0)89 599 458 128
Website: http://www.tkhgroup.com Bernhard.Meising@cnc-communications.com
Additional Information and Where to Find It
This press release is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through the Offer Document, as amended, approved by the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin). The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. Augusta shareholders and other interested parties are urged to read the Offer Document, as amended, and any related documents because they contain important information. Augusta shareholders will be able to obtain such documents free of charge in German and in a non-binding English translation at TKH's website, http://www.tkhgroup.com. Copies of the Offer Document, as amended, and the non-binding English translation will be available free of charge for Augusta shareholders at Commerzbank Aktiengesellschaft, ZCM-ECM Execution, Mainzer Landstrasse 153, 60327 Frankfurt am Main, Germany (orders by fax: +49 69 136-44598).
This press release may include statements which relate to anticipated future events (forward-looking statements) rather than actual present conditions or historical events. These statements generally include words such as "believes", "expects", "intends", "anticipates", "estimates", and similar expressions. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Offeror or TKH.
Any forward-looking statements made in this press release are made by the Offeror or TKH as of the date of this press release. Further, the Offeror and TKH do not have any obligation to update or revise any forward-looking statement contained in this press release, even if the Offeror's or TKH's expectations or any related events, conditions or circumstances change.