029 Group SE

M&A Activity • Oct 4, 2013

News Details

Takeover Bids | 4 October 2013 17:00

Takeover Offer;

Target company: Joyou AG; Bidder: GraceB S.à r.l.

Dissemination of an announcement according to the German Securities

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

EQS Group AG.

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

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Amendment to the announcement of the decision to make a voluntary public

takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to

section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the

German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz, WpÜG)

Offeror:

GraceB S.à r.l.

46A, avenue J.F. Kennedy

L-1855 Luxembourg

Luxembourg

registered with the Luxembourg Register of Commerce and Companies (Registre

de Commerce et des Sociétés) under registration number B 179188

Target:

Joyou AG

Winterstraße 4 – 8

22765 Hamburg

Germany

registered with the commercial register of the local court (Amtsgericht) of

Hamburg under HRB 106431

ISIN: DE 000A0WMLD8

WKN: A0WMLD

On 26 September 2013, GraceB S.à r.l (‘GraceB’) published its intention

pursuant to section 10 in conjunction with section 29, 34 German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz,

‘WpÜG’) to make a voluntary public takeover offer to the shareholders of

Joyou AG (the ‘Offer’) for the purchase of their non-par-value bearer

shares (auf den Inhaber lautende Stückaktien ohne Nennbetrag) with a

calculatory share in the share capital of Joyou AG of EUR 1.00 per share

(the ‘Joyou Shares’) against payment of a cash consideration in the amount

of the statutory minimum price pursuant to section 31 para. 1 WpÜG in

conjunction with sections 3 to 5 of the applicable 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 (Verordnung über den Inhalt der Angebotsunterlage, die

Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung

von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots,

‘WpÜG Offer Regulation’).

Today, the German Federal Financial Supervisory Authority (Bundesanstalt

für Finanzdienstleistungsaufsicht, BaFin) informed GraceB that the weighted

average domestic stock price of the Joyou Shares during the three months

preceding the publication of the intention to make the Offer on 26

September 2013 amounted to EUR 12.16 as per the reference date 25 September

2013. GraceB will therefore offer a consideration in cash for the purchase

of the Joyou Shares under the Offer in the amount of EUR 12.16 per Joyou

Share.

The offer document (in German and a non-binding English translation)

containing the detailed terms and conditions of, and other information

relating to, the Offer will be published on the internet at

http://www.grace-offer.com.

The offer document will also be published by way of a notice of

availability in the Federal Gazette (Bundesanzeiger).

Important Notice

The terms and conditions of the Offer will be published in the offer

document only after the permission by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin) has been obtained. Investors and holders of shares in Joyou AG are

strongly advised to read the relevant documents regarding the Offer

published by GraceB when they become available because they will contain

important information. Investors and shareholders of Joyou AG will be able

to receive these documents, when they become available, at the website

http://www.grace-offer.com/. Upon publication, the offer document will also

be available free of charge at a location yet to be specified and will be

mailed to investors and shareholders of Joyou AG free of charge upon

request.

This announcement is for information purposes only and does not constitute

an invitation to make an offer to sell Joyou Shares. This announcement does

not constitute an offer to purchase Joyou Shares either and is not for the

purposes of GraceB making any representations or entering into any other

binding legal commitments.

An offer to purchase shares in Joyou AG will be solely made by the offer

document which is to be published by GraceB in due course and is

exclusively subject to its terms and conditions. The terms and conditions

contained in the offer document may differ from the general information

described in this announcement.

Shareholders of Joyou AG are strongly recommended to seek independent

advice, where appropriate, in order to reach an informed decision in

respect of the content of the offer document and with regard to the

takeover offer for Joyou AG.

The Offer will be issued exclusively under the laws of the Federal Republic

of Germany, especially under the WpÜG and the WpÜG Offer Regulation and

certain applicable provisions of U.S. securities law. The Offer will not be

executed according to the provisions of jurisdictions (including the

jurisdictions of Canada, Australia, and Japan) other than those of the

Federal Republic of Germany and certain applicable provisions of U.S.

securities law. Except for a mandatory public announcement by LIXIL Group

Corporation, Japan, in accordance with Japanese laws and listing

regulations, no other announcements, registrations, admissions or approvals

of the Offer outside the Federal Republic of Germany have been filed,

arranged for or granted. The shareholders of Joyou AG cannot rely on having

recourse to provisions for the protection of investors in any jurisdiction

other than such provisions of the Federal Republic of Germany. Any contract

that is concluded on the basis of the Offer will be exclusively governed by

the laws of the Federal Republic of Germany and is to be interpreted in

accordance with such laws.

GraceB has not approved the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by third parties outside the Federal Republic of Germany. Neither

GraceB nor persons acting in concert with GraceB within the meaning of

Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible

for the compliance of the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by a third party outside of the Federal Republic of Germany to

any jurisdiction with legal provisions other than those of the Federal

Republic of Germany.

The release, publication or distribution of this announcement in certain

jurisdictions other than the Federal Republic of Germany may be restricted

by law. Persons who are not resident in the Federal Republic of Germany or

who are subject to other jurisdictions should inform themselves of, and

observe, any applicable requirements.

Luxembourg, 4 October 2013

GraceB S.à r.l

The Board of Managing Directors

End of WpÜG announcement

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

Berlin, Düsseldorf, München und Stuttgart