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TKH amends voluntary public takeover offer to shareholders of Augusta Technologie AG

  • Minimum acceptance level reduced from 75% to 50% plus one share
  • Offer price remains at EUR 23
  • Acceptance Period extended until 22 June 2012, Midnight (24.00 Central European Summer Time).

 TKH Technologie Deutschland AG, an indirect 100-percent subsidiary of TKH Group N.V. (NYSE Euronext Amsterdam, AMS: TWEKA - “TKH”), today amended the offer document for the voluntary public takeover offer (“Offer”) to all shareholders of Augusta Technologie AG (ISIN DE000A0D6612/WKN A0D 661 - “Augusta”). TKH had announced its decision to launch the public takeover offer on 3 April, 2012 and published the offer document on 11 May, 2012 (“Offer Document”).

 

TKH today reduced the minimum acceptance level from 75% to 50% plus one share of all shares issued by Augusta AG at the expiration of the acceptance period, minus all treasury shares. Furthermore, TKH waived the material adverse market change offer condition set forth in the Offer Document that, from the time of the publication of the Offer Document until the close of the markets in Frankfurt am Main on the last working day prior to the expiration of the acceptance period, the DAX (Deutscher Aktien Index) has not decreased by more than 1,500 points from its level on 10 May, 2012.

 

All remaining offer conditions set forth in the Offer Document, as well as the offer price of EUR 23 per bearer share, remain unaffected by the aforementioned amendments.

 

Both the management board and the supervisory board of Augusta regard the takeover offer as strategically beneficial and the offer price as attractive. In their reasoned opinion published on 15 May 2012, both bodies support the Offer and recommend that Augusta shareholders accept the Offer.

 

TKH has entered into firm and unconditional irrevocable undertakings with certain key Augusta shareholders to tender their shares exclusively into the Offer and thereby has secured more than 40% of the outstanding Augusta shares (excl. Treasury Shares). All such shareholders have already accepted the Offer. With regard to the acceptance level of the Offer, reference is made to the daily and weekly announcements which are published in German and in a non-binding English translation at TKH's website, www.tkhgroup.com.

 

Alexander van der Lof, CEO of TKH, said: “By amending the Offer Document we are increasing transaction security for all stakeholders. We remain confident that in addition to the shares already tendered to TKH, many more will accept the offer to sell the share at this substantial premium.”

 

The acceptance period commenced with the publication of the Offer Document on 11 May 2012. Due to the aforementioned amendments, the acceptance period is extended pursuant to German securities laws (Section 21 para. 5 WpÜG) for two weeks and will end at Midnight on 22 June 2012 (24.00 Central European Summer Time).

 

The Offer Document, in which the details of the voluntary public takeover offer are presented, as well as the documentation on the amendment of the Offer (“Offer Amendment”) have been published online at www.tkhgroup.com in German and as a non-binding English translations. In addition, printed copies of the Offer Document and the Offer Amendment and their non-binding English translations are available to Augusta shareholders free of charge at Commerzbank AG, ZCM-ECM Execution, Mainzer Landstraße 153, 60327 Frankfurt am Main (fax orders to be submitted at fax no. +49 69 13644598).

 

As a service to all shareholders of Augusta, frequently asked questions and answers regarding the offer have been published in German and English at www.tkhgroup.com.

 

Important notice

This notification is neither an offer to purchase nor a solicitation of an offer to sell shares. The terms and conditions of the Offer are published in the Offer Document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Shareholders of Augusta are strongly advised to read the offer document, as well as all other relevant documents regarding the offer at their earliest convenience at www.tkhgroup.com, as these contain important information.

 

Forward looking statements

This announcement includes certain “forward-looking” statements. These statements are based on the current expectations of TKH and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar impact. 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 TKH.

Any forward-looking statements made in this press release are made by TKH as of the date of this press release.  Further, TKH does not have any obligation to update or revise any forward-looking statement contained in this press release, even if the TKH's expectations or any related events, conditions or circumstances change.