029 Group SE

M&A Activity • Jun 12, 2019

News Details

Takeover Bids | 12 June 2019 07:14

Takeover Offer;

Target company: Axel Springer SE; Bidder: Traviata II S.à r.l.

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.

—————————————————————————

Publication of the decision

to make a takeover offer

Publication of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1

and para. 3 in conjunction with Section 29 para. 1 and Section 34 of the

German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz)

Bidder:

Traviata II S.à r.l.

2, rue Edward Steichen

L-2540 Luxembourg

Luxembourg

Target:

Axel Springer SE

Axel-Springer-Straße 65

10888 Berlin

Germany

Registered with the commercial register (Handelsregister) of the

local court (Amtsgericht) of Charlottenburg under 154517 B

ISIN: DE0005501357, DE0005754238

Traviata II S.à r.l. (the ‘Bidder’) decided on 12 June 2019 to make a

voluntary public takeover offer to all shareholders of Axel Springer SE

(the ‘Company’) for the acquisition of all non-par value registered shares

in the Company (ISIN: DE0005501357, DE0005754238), each share representing

a proportionate amount of EUR 1.00 of the share capital of the Company (the

‘Axel Springer Shares’) against payment of a cash consideration in the

amount of EUR 63.00 per Axel Springer Share (the ‘Takeover Offer’).

The Bidder is a holding company owned by funds advised by Kohlberg Kravis

Roberts & Co L.P. It has today entered into an investor agreement with the

Company as well as holding companies of Dr. h.c. Friede Springer and the

chairman of the executive board Dr. Mathias Döpfner regarding a future

cooperation. The Bidder today also entered into an agreement with Dr. h.c.

Friede Springer and Dr. Mathias Döpfner pursuant to which, subject to the

successful closing of the Takeover Offer, the parties will act in concert

in relation to the Company (the ‘Agreement’). As a result of the

coordination of voting rights under the Agreement, the Bidder, Dr. h.c.

Friede Springer and Dr. Mathias Döpfner will jointly control the Company,

subject to the successful closing of the Takeover Offer.

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

containing the detailed terms and conditions of the Takeover Offer, as well

as further information relating thereto, will be published by the Bidder

following permission by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at the

Bidder’s website www.traviata-angebot.de.

The consummation of the Takeover Offer will be subject to certain

conditions. This includes reaching a minimum acceptance threshold of 20 %

of the share capital of the Company. Furthermore the Takeover Offer will be

made subject to merger control and other regulatory clearances as well as

other customary conditions.

The Bidder reserves the right to instruct the settlement agent engaged for

the technical settlement of the Takeover Offer to transfer the shares of

the company, for which the Takeover Offer has been accepted, from the

settlement agent directly to a subsidiary (Tochterunternehmen) of the

Bidder, which agrees to jointly participate in the settlement of the

Takeover Offer.

The Takeover Offer will be made on and subject to the terms and conditions

set out in the offer document and the Bidder reserves the right, to the

extent permissible by law, to deviate from the above described parameters.

Important notice:

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

offer to sell shares in the Company. The definite terms and conditions of

the Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document following permission by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) to publish the offer document. Investors and

holders of shares in the Company are strongly advised to read the offer

document and all other documents regarding the Takeover Offer when they

become available, as they will contain important information.

The Takeover Offer will be published exclusively under the laws of the

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

takeover laws. Any contract concluded on the basis of the Takeover Offer

will be exclusively governed by the laws of the Federal Republic of Germany

and is to be interpreted in accordance with such laws.

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

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

brokers may purchase, or conclude agreements to purchase, Axel Springer

Shares, directly or indirectly, outside of the scope of the public Takeover

Offer, before, during or after the period in which the offer remains open

for acceptance. This applies to other securities which are directly

convertible into, exchangeable for, or exercisable for Axel Springer

Shares. These purchases may be completed via the stock exchange at market

prices or outside the stock exchange at negotiated conditions. If such

purchases or arrangements to purchase are made they will be made outside

the United States and will comply with applicable law, including the US

Securities Exchange Act of 1934. Any information on such purchases will be

disclosed as required by law or regulation in Germany or any other relevant

jurisdiction and on http://www.traviata-angebot.de.

Luxembourg, 12 June 2019

Traviata II S.à r.l.

End of WpÜG announcement

End of WpÜG announcement

The 12.06.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

—————————————————————————

Listed: Zielgesellschaft:

Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart,

Tradegate Exchange