029 Group SE

M&A Activity • Nov 28, 2010

News Details

Takeover Bids | 28 November 2010 21:30

Takeover Offer;

Target company: Teleplan International N.V.; Bidder: AMS Acquisition B.V.

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of

EquityStory AG.

The bidder is solely responsible for the content of this announcement.

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Publication of the decision to make a public takeover offer pursuant to

Section 10 paras. 1 and 3 in conjunction with Sections 29, 34 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz)

Offeror:

AMS Acquisition B.V.

Newtonlaan 91

3584 BP Utrecht

The Netherlands

registered with the commercial register (Kamer van Koophandel) of Midden

Nederland under register number 51266369

Target Company:

Teleplan International N.V.

Schiphol Boulevard 201

1118 BG Schiphol

The Netherlands

registered with the commercial register (Kamer van Koophandel) of Amsterdam

under register number 10044356

ISIN NL 0000229458 (WKN 916980)

Voluntary public takeover offer

The shares of the target company are admitted to trading on the Regulated

Market (Prime Standard) of the Frankfurt Stock Exchange and are traded on

the unofficial regulated market (Freiverkehr) of the stock exchanges of

Berlin, Munich, Düsseldorf, Stuttgart and Hamburg as well as on the

electronic trading system XETRA.

The offer document and further information relating to the offer will be

published on the internet at http://www.ams-acquisition.nl.

On 28 November 2010, AMS Acquisition B.V. has decided to make an offer to

the shareholders of Teleplan International N.V., registered with the

commercial register (Kamer van Koophandel) of Amsterdam under register

number 10044356, to acquire their shares in Teleplan International N.V.,

each share having a nominal value of EUR 0.25 in the registered share

capital, by means of a voluntary public takeover offer against payment of a

cash consideration of EUR 2.50 per share.

The major shareholders of Teleplan International N.V. as well as members of

the management and supervisory board have irrevocably undertaken towards

AMS Acquisition B.V. respectively towards an affiliate of AMS Acquisition

B.V., to accept the offer for their respective shares, which represent

approximately 54% of Teleplan International N.V.’s currently issued and

outstanding share capital. AMS Acquisition B.V. reserves the right to

acquire further shares outside the takeover offer.

The offer will be made in particular subject to clearance by the competent

merger control authorities and achievement of a minimum acceptance

threshold of at least 75% of the currently issued and outstanding share

capital of Teleplan International N.V. plus any shares that may be issued

under the warrants and options issued by Teleplan International N.V. Apart

from this, the offer will be made on and subject to the terms and

conditions yet to be communicated in the offer document.

AMS Acquisition B.V. a company newly established for the completion of the

transaction is a subsidiary of Gilde Buy-Out Fund IV Cooperatief U.A. and

Gilde Buy-Out Fund IV C.V., both with registered office at Utrecht, the

Netherlands (www.gilde.nl).

Important information: This announcement is neither an offer to purchase,

nor a solicitation of an offer to sell, shares. The final conditions and

further provisions regarding the offer will be communicated in the offer

document after the publication has been approved by the German Federal

Financial Supervisory Authority (BaFin). AMS Acquisition B.V. reserves the

right to change terms and conditions of the offer to the extent permissible

under applicable law. Shareholders of Teleplan International N.V. are

strongly advised to read the offer document as well as all other documents

in connection with the offer as soon as these are published, since these

will contain important information.

Utrecht, 28 November 2010

AMS Acquisition B.V.

The Management

End of WpÜG announcement

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Media archive at www.dgap-medientreff.de and www.dgap.de

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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart