029 Group SE

M&A Activity • Jun 13, 2019

News Details

Takeover Bids | 13 June 2019 11:35

Takeover Offer;

Target company: 11880 Solutions AG; Bidder: united vertical media GmbH

Dissemination of an announcement according to the German Securities

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

EQS Group AG.

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

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Announcement of the decision of the Bidder to make a voluntary public

takeover offer pursuant to Section 10 para. 1 in conjunction with Sections

29 para. 1, 34 German Securities Acquisition and Takeover Act (WpÜG)

Bidder:

united vertical media GmbH

Pretzfelder Straße 7 – 11

90425 Nuremberg

Germany,

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

Nuremberg under HRB 28744.

Target:

11 88 0 Solutions AG

Hohenzollernstraße 24

45128 Essen

Germany,

registered in the commercial register of the local court of Essen under HRB

ISIN DE0005118806 (WKN 511880)

Information from the bidder:

On 13 June 2019, the united vertical media GmbH (the ‘Bidder’) has decided

to make a voluntary public takeover offer to the shareholders of the 11 88

0 Solutions AG (the ’11 88 0 Solutions AG’) for the acquisition of all of

their no par-value shares of the 11 88 0 Solutions AG (the ’11 88 0

Solutions AG-Share(s)’), each share representing a proportionate amount of

EUR 1.00 of the share capital, against payment of a cash offer price of

presumably EUR 1.87 per 11 88 0 Solutions AG-Share (the ‘Offer’).

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

further notifications regarding the Offer will be published on the Internet

at www.unitedverticalmedia-angebot.de after the Federal Financial

Supervisory Authority (BaFin) has approved the publication of the offer

document.

Further Information:

Shareholders of the Bidder are Constanze Oschmann, Nuremberg, and Michael

Oschmann, Nuremberg, each with a share of EUR 12,500. The Bidder currently

holds 3,331,223 11 88 0 Solutions AG-Shares. This corresponds to an

arithmetical share in the share capital of 11 88 0 Solutions AG of

approximately 17.43%.

Completion of the Offer will only be subject to approval by the antitrust

authorities. Otherwise, the Offer will be made in accordance with the terms

and conditions contained in the offer document.

The Offer is related to the following conclusion of contracts: The Bidder

has agreed with 9 shareholders on the acquisition of 11 88 0 Solutions AG-

Shares in the amount of approximately 27.98% of the share capital of the 11

88 0 Solutions AG against payment of a purchase price of EUR 1.87 per 11 88

0 Solutions AG-Share in cash by means of share purchase and transfer

agreements dated today. The closing of the agreements is subject to the

antitrust clearance of the transactions. The Bidder assumes that the

antitrust clearance of the transactions will take place before the expiry

of the acceptance period of the Offer.

Taking into account the no-par value shares held by the Bidder in the

amount of approximately 17.43% of the share capital of the Target, the

Bidder has therefore secured a total holding of approximately 45.41% of the

share capital of the Target.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell 11 88 0 Solutions AG-Shares. The definite terms of the Offer

as well as further provisions concerning the Offer will be published in

offer document after the Federal Financial Supervisory Authority (BaFin)

has approved the publication of the offer document. The Bidder reserves the

right to deviate from the key facts presented here in the definite terms

and conditions of the Offer. Investors and holders of 11 88 0 Solutions AG-

Shares are strongly advised to read the offer document and all other

documents regarding the Offer when they become available, since they will

contain important information.

Nuremberg, 13 June 2019

united vertical media GmbH

The management

End of WpÜG announcement

The 13.06.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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