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Disclosure pursuant to Section 5 of the Austrian Takeover Act (Ubernahmegesetz)
HONG KONG, March 1, 2018 /PRNewswire/ -- Fosun Industrial Holdings Limited ("Fosun") intends to sign today (01.03.2018 CET) a Share Purchase Agreement with the core shareholder group (WMP Familien-Privatstiftung, Sesam Privatstiftung, M. Erthal & Co. Beteiligungsgesellschaft m.b.H. and affiliated natural persons) of Wolford AG ("Wolford"), listed at the Vienna stock exchange, for the acquisition of the shares held by such core shareholders, amounting to approximately 50.87% of the outstanding share capital of Wolford ("Share Purchase Agreement" or "SPA"). The price shall be EUR 12.80 per share. The closing of the Share Purchase Agreement ("Closing") is subject to the fulfilment, by 30 June 2018 at the latest, of certain conditions precedent as set forth in the SPA, inter alia clearance by the competent merger control authorities.
Considering that, under the condition that Closing of the SPA occurs, Fosun would acquire a direct controlling interest in Wolford, triggering the legal obligation to launch a mandatory takeover offer, Fosun already anticipates such obligation and hereby announces, in accordance with Section 5 of the Austrian Takeover Act (Ubernahmegesetz), its intention to launch an anticipatory mandatory offer under the Austrian Takeover Act, to all remaining shareholders of Wolford (who are not parties to the Share Purchase Agreement) regarding all remaining Wolford shares (ISIN AT0000834007) already prior to Closing of the SPA, in accordance with Section 22 Austrian Takeover Act (Ubernahmegesetz) (the "Takeover Offer").
Under the Takeover Offer, Fosun intends to offer to all remaining Wolford shareholders a cash consideration equal to the volume weighted average share price (VWAP) of the Wolford shares of the last six months prior to this day, which will be approx. EUR 13.67 per share and therefore higher than the purchase price of EUR 12.80 per share agreed in the Share Purchase Agreement with the core shareholders. The Takeover Offer is intended to be subject to Closing of the Share Purchase Agreement so that closing of the Takeover Offer can only take place if Closing of the Share Purchase Agreement takes place by the end of the acceptance period of the Takeover Offer.
In addition, Fosun intends to sign today (01.03.2018 CET) with Wolford and the abovementioned core shareholders of Wolford, a "Share Subscription Agreement", according to which such core shareholders shall resolve, on the day of Closing of the SPA, on a cash capital increase for an issue price per share equalling the share price under the SPA and a total aggregate issue price of EUR 22 million. Under this Share Subscription Agreement, Fosun undertakes to subscribe, subject to Closing of the SPA and the Takeover Offer, and certain other conditions, new shares in such portion corresponding to its own subscription rights, as well as those new shares not subscribed by the other shareholders under their subscription rights, up to a maximum corresponding to the total aggregate issue price of EUR 22 million.
Important Information:
This announcement is neither an offer to purchase, exchange or sell nor a solicitation of an offer to purchase, exchange or sell shares in Fosun Industrial Holdings Limited or Wolford AG. The final conditions and further provisions relating to the Takeover Offer will, subject to and within the timeframe foreseen in the Austrian Takeover Act (Ubernahmegesetz), be published in the offer document, which will be published following the Austrian Takeover Commission (Ubernahmekommission) not prohibiting its publication or the consummation of the Takeover Offer. Fosun Industrial Holdings Limited as bidder reserves the right to deviate from the basic terms presented herein in the final terms and provisions; provided that the Takeover Offer will in any event be conditioned on Closing of the SPA. Investors and holders of Wolford AG shares are strongly recommended to review the offer document and all other documents related to the Takeover Offer, as they will contain important information.
Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.
If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "envisage", "believe", "estimate", "plan", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Fosun Industrial Holdings Limited. Such forward-looking statements are based on current plans, estimates and forecasts which Fosun Industrial Holdings Limited has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward looking information is in relation to matters outside the control of Fosun Industrial Holdings Limited. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Fosun Industrial Holdings Limited. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. It is possible that Fosun Industrial Holdings Limited will change its intentions and assumptions reflected in the documents and announcements or in the yet to be published offer document after the publication of these documents, announcements or the offer document.
To the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, Fosun Industrial Holdings Limited or its brokers may purchase, or conclude agreements to purchase, Wolford AG shares, directly or indirectly, outside of the scope of the intended Takeover Offer, before, during or after the period in which the Takeover Offer remains open for acceptance. 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 disclosed as required by law or regulation in Austria or any other relevant jurisdiction.