029 Group SE

M&A Activity • Sep 26, 2019

News Details

Takeover Bids | 26 September 2019 18:32

Tender Offer;

Target company: comdirect bank AG; Bidder: Commerzbank Inlandsbanken Holding 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 Public Acquisition Offer

(Erwerbsangebot) pursuant to Section 10 para. 1 of the German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz –

‘WpÜG’)

Bidder:

Commerzbank Inlandsbanken Holding GmbH

Kaiserstraße 16

60311 Frankfurt am Main

Germany

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

Frankfurt am Main under HRB 79749

Target:

comdirect bank Aktiengesellschaft

Pascalkehre 15

25451 Quickborn

Germany

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

Pinneberg under HRB 4889

ISIN: DE0005428007 (WKN: 542800)

Today, Commerzbank Inlandsbanken Holding GmbH (the ‘Bidder’) decided to

launch an acquisition offer to the shareholders of comdirect bank

Aktiengesellschaft (‘comdirect’) to acquire their bearer shares in

comdirect with no par value, each representing a pro-rata amount of the

share capital of EUR 1.00 (the ‘comdirect Shares’) against payment of a

cash consideration of EUR 11.44 per comdirect Share (the ‘Acquisition

Offer’).

The offer document (in the German language as well as in a non-binding

English translation) as well as further information relating to the

Acquisition Offer will be published on the internet at www.commerzbank-

offer.com. Additionally, the publication of the offer document will be

announced in the federal gazette (Bundesanzeiger).

Further Information:

The Bidder is a wholly owned subsidiary of COMMERZBANK Aktiengesellschaft

with registered office at Frankfurt am Main. The Acquisition Offer will be

subject to the completion condition of a minimum acceptance threshold of

90% (including the 82.31% of comdirect Shares already held by the Bidder).

Apart from this, the Takeover Offer will be made on and subject to the

terms and conditions to be set out in the offer document.

Important Notice:

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

offer to sell comdirect Shares. The definite terms and conditions of the

Acquisition Offer, as well as further provisions concerning the Acquisition

Offer, will be published in the offer document only after the German

Federal Financial Supervisory Authority has granted permission to publish

the offer document. Investors and holders of shares in comdirect are

strongly advised to read the offer document and all other relevant

documents regarding the Acquisition Offer when they become available, since

they will contain important information. The Bidder reserves the right, to

the extent permissible under applicable law, to acquire, directly or

indirectly, additional comdirect Shares outside of the Acquisition Offer on

or off the stock exchange. To the extent such acquisitions occur,

information about them will be published according to the applicable

statutory provisions.

Frankfurt am Main, 26 September 2019

Commerzbank Inlandsbanken Holding GmbH

End of WpÜG announcement

The 26.09.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Exchange