029 Group SE

M&A Activity • Feb 21, 2020

News Details

Takeover Bids | 21 February 2020 17:36

Takeover Offer;

Target company: Sixt Leasing SE; Bidder: Hyundai Capital Bank Europe 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 to launch 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)

Bidder:

Hyundai Capital Bank Europe GmbH

Friedrich-Ebert-Anlage 35-37

60327 Frankfurt am Main

Germany

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

Frankfurt am Main under register number HRB 102819

Target:

Sixt Leasing SE

Zuspitzstraße 1

82049 Pullach

Germany

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

Munich under register number HRB 227195

ISIN: DE000A0DPRE6 / WKN: A0DPRE

On 21 February 2020, Hyundai Capital Bank Europe GmbH (the ‘Bidder’) has

decided to make a voluntary public tender offer to the shareholders of Sixt

Leasing SE to acquire their bearer shares with no-par-value (auf den

Inhaber lautende nennwertlose Stückaktien) in Sixt Leasing SE

(DE000A0DPRE6; the ‘Sixt Leasing Shares’), against payment of a cash

consideration in the amount of EUR 18.00 per Sixt Leasing Share (the

‘Takeover Offer’). If the Takeover Offer is still settled prior to this

year’s annual general meeting (ordentliche Hauptversammlung) of Sixt

Leasing SE, the cash consideration will be increased, depending on the

group profit (Konzernüberschuss) for the financial year 2019 as stated in

the audited consolidated annual accounts of Sixt Leasing SE, by up to EUR

0.90 per tendered Sixt Leasing Share.

The Bidder is a joint venture company of Santander Consumer Bank

Aktiengesellschaft and Hyundai Capital Services Inc.

The Takeover Offer will be made subject to the completion conditions set

out in the offer document, amongst others, certain merger control and other

regulatory clearances, a minimum acceptance threshold of 55 % of Sixt

Leasing Shares and other customary closing conditions.

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

contains the detailed terms and conditions of the Takeover Offer and other

related information, will be published on the internet at

www.hcbe-offer.de.

The offer document for the Takeover Offer will also be published by way of

a notice of availability in the German Federal Gazette (Bundesanzeiger) and

will be accessible on the website of the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

‘BaFin’).

The Bidder has today entered into a purchase agreement with Sixt SE,

Pullach, Germany, for the acquisition of in total 8,644,638 Sixt Leasing

Shares held by Sixt SE (representing approx. 41.9 % of the share capital

and the voting rights of Sixt Leasing SE) against payment of a purchase

price of EUR 18.00 per Sixt Leasing Share. If the purchase agreement is

still closed prior to this year’s annual general meeting (ordentliche

Hauptversammlung) of Sixt Leasing SE, the purchase price will be increased,

depending on the group profit (Konzernüberschuss) for the financial year

2019 as stated in the audited consolidated annual accounts of Sixt Leasing

SE, by up to EUR 0.90 per sold Sixt Leasing Share. The closing of the

purchase agreement is subject to, amongst others, the reaching of the 55%

minimum acceptance threshold in the Takeover Offer whereas the

aforementioned shares to be acquired under the share purchase agreement

will count against the aforementioned minimum acceptance threshold, as well

as certain merger control and other regulatory clearances.

Important notice:

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

offer to sell Sixt Leasing Shares. The final terms of the Takeover Offer as

well as other terms pertaining to the Takeover Offer will be announced in

the offer document after the permission of the publication of the offer

document by BaFin. Investors and holders of Sixt Leasing Shares are

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

related to the Takeover Offer when they are made available because they

will contain important information and to seek independent advice, where

appropriate, in relation to the matters therein.

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 resident in, or are subject to, other jurisdictions

should inform themselves of, and observe, any applicable requirements.

To the extent permissible under applicable law or regulation, and in

accordance with German market practice, the Bidder, its affiliates and/or

brokers acting on their behalf may, outside of the United States of America

and in compliance with applicable law, from time to time make certain

purchases of, or arrangements to purchase, directly or indirectly, Sixt

Leasing Shares or any securities that are immediately convertible into,

exchangeable for, or exercisable for, Sixt Leasing Shares, other than

pursuant to the Takeover Offer, before, during or after the period in which

the Takeover Offer will remain open for acceptance. These purchases may

occur either in the open market at prevailing prices or in private

transactions at negotiated prices. Any information about such purchases

would be disclosed as required by law or regulation in Germany or other

relevant jurisdictions.

Frankfurt am Main, 21 February 2020

Hyundai Capital Bank Europe GmbH

The Managing Directors

End of WpÜG announcement

The 21.02.2020 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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