AVIC International Beijing Company Limited ('AVIC') is pleased to
announce the following:
The joint takeover offer of AVIC International Engineering Holdings Pte.
Ltd. ('AVIC Engineering'), an indirectly wholly-owned subsidiary of AVIC
and Europe Project Management Pte. Ltd., Europe Technology Pte. Ltd. and
Europe Engineering Holdings Pte. Ltd., to acquire no-par value ordinary
bearer shares in KHD Humboldt Wedag International AG ('KHD') (FWB:KWG)
(OTCBB:KHDHF) was accepted for 20,112,785 shares (40.465 % of total
share capital). In addition, the joint bidders have acquired further
19.03 % of KHD shares by individual share purchase agreements dated
October 11, 2013 concluded with several shareholders outside the offer.
The Turkish Competition Board has approved the transaction on December
26, 2013. Settlement of the offer is scheduled to be executed on January
7, 2014, closing of the share purchase agreements will happen in due
course. AVIC will indirectly hold a total of 39,509,853 shares (79.491
%) of the share capital. This is due to the fact that AVIC already
indirectly owns a total of approx. 20 % of the shares in KHD through its
subsidiary Max Glory. As a result, the bidders - and indirectly AVIC -
are now majority shareholders of KHD.
Mr Diao, president of AVIC, is pleased about the successful takeover of
KHD and comments: 'The level of acceptance of KHD shareholders in the
course of the offer expresses the fairness of the price premium we have
offered to them.' The joint bidders offered a cash consideration of EUR
6.45 per KHD share. The offer price included a premium of approx. 35 %
on the weighted average domestic stock exchange price for KHD shares in
the three-month period prior to the publication of the decision to
launch the takeover offer on October 11. Thus, the total price for the
acquisition, including the share purchase agreements and the shares
tendered during the offer period, amounts to EUR 190,720,940.10. Already
in 2010, AVIC and KHD entered into an exclusive cooperation agreement.
The takeover will contribute to the intensification of the cooperation,
to the transformation of the KHD Group into a stable ownership
structure, and to the further development of its strategy and position
in the market. Mr Diao underlines the positive effect of the takeover:
'Our commitment is long-term. We will not only maintain KHD's business
activity - our clear target is to extend the business operations and to
continue the growth strategy.'
Further information on the completed voluntary public takeover offer is
available on the internet at www.avicgo1.de.
About AVIC
The AVIC Group ranks 212 amongst Fortune Global 500. Its business units
cover, amongst others, defense, transport aircraft, engine, helicopter,
avionics and systems, general aviation, aviation research, flight test,
trade and logistics, assets management, finance services, engineering
planning and construction and engineering, procurement and construction,
automobile and shipping. Furthermore, the AVIC Group is engaged in
air-conditioning equipment, general electronics, recycling, alternative
energy, aircraft rental service, transportation and logistics, medical
care, construction, real estate development, shopping malls and other
sectors of the service industry. It owns more than 2,000 member
companies, over 25 listed companies and has approximately 400,000
employees.
For further information please go to www.avic.com.cn.
Important legal information / Disclaimer
This announcement does not constitute an invitation to make an offer to
sell KHD Shares. With the exception of the offer document, announcements
do not constitute an offer to purchase KHD shares and are not for the
purposes of the bidders making any representations or entering into any
other binding legal commitments. An offer to purchase shares in KHD
Humboldt Wedag International AG is solely made by the offer document as
approved by the Federal Supervisory Authority (BaFin) and is exclusively
subject to its terms and conditions. The terms and conditions of the
Takeover Offer may differ from the general information described in this
announcement. To the extent legally permissible, the bidders reserve the
right to change the terms and conditions of the Takeover Offer. KHD
Shareholders are strongly recommended to read the offer document and all
documents in connection with the Takeover Offer, since they contain
important information, and to seek independent advice where appropriate
in order to reach a reasoned decision in respect of the content of the
offer document and the Takeover Offer itself.
The Takeover Offer is issued exclusively under the laws of the Federal
Republic of Germany, especially under the WpÜG and the Regulation on the
Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and
Issue an Offer ('WpÜG Offer Regulation'). The Takeover Offer is not
executed according to the provisions of jurisdictions (including the
jurisdictions of the United States of America, Canada, Australia, and
Japan) other than the Federal Republic of Germany. Thus, except for the
merger control clearance procedure before the Turkish competition
authority and the approvals of The Stock Exchange of Hong Kong Limited
as described in the offer document, no other announcements,
registrations, admissions or approvals of the Takeover Offer outside the
Federal Republic of Germany have been filed, arranged for or granted.
KHD Shareholders cannot refer to provisions for the protection of
investors of jurisdictions other than those of the Federal Republic of
Germany. Any agreement that is concluded on the basis of the acceptance
of the Takeover Offer will be exclusively governed by the laws of the
Federal Republic of Germany and shall be interpreted in accordance with
them.
Copyright Business Wire 2013