029 Group SE

M&A Activity • Feb 19, 2019

News Details

Takeover Bids | 19 February 2019 00:05

Takeover Offer;

Target company: TOM TAILOR Holding SE; Bidder: Fosun International Limited

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.

—————————————————————————

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO

OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION

WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Publication of the decision to launch a takeover offer pursuant to Section

10 para. 1 sent. 1 and para. 3 in conjunction with Sections 29 para. 1, 34

of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-

und Übernahmegesetz – WpÜG)

Bidder:

Fosun International Limited

Room 808, ICBC Tower

3 Garden Road, Central

Hong Kong

People’s Republic of China

registered with the Hong Kong Companies Registry (CR) under the no. 942079

Target company:

TOM TAILOR Holding SE

Garstedter Weg 14

22453 Hamburg

Germany

registered with the commercial register (Handelsregister) of the local

court (Amtsgericht) of Hamburg under HRB 146032

ISIN DE000A0STST2 / WKN A0STST / Ticker symbol TTI

Information on the Bidder:

Today, Fosun International Limited with registered office in Hong Kong,

People’s Republic of China (the ‘Bidder’), decided to make a voluntary

public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the

shareholders of TOM TAILOR Holding SE with its registered office in

Hamburg, Germany, to acquire all no-par value registered Shares

(nennwertlose Namensaktien) of TOM TAILOR Holding SE with a proportionate

amount of the share capital of EUR 1.00 per share (each a ‘TOM TAILOR

Share’ and together the ‘TOM TAILOR Shares’) not directly held by the

Bidder (the ‘Takeover Offer’).

The Takeover Offer will be made in the form of a cash offer (Barangebot)

against payment of a cash consideration per TOM TAILOR Share in the amount

of the higher of EUR 2.26 and the weighted average domestic stock market

price of the TOM TAILOR Shares during the last three months prior to this

publication pursuant to Section 31 para. 1 and para. 7 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz (WpÜG)) in conjunction with Section 5 para. 1 and para. 3

of the WpÜG Offer Ordinance (WpÜG-Angebotsverordnung), as determined by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht – ‘BaFin’). In addition, the Takeover Offer

will be made on and subject to the terms and conditions to be set out in

the offer document for the Takeover Offer.

The offer document for the Takeover Offer (in German together with a non-

binding English translation) and further information with respect to the

Takeover Offer will be published on the internet at

http://www.fosuninternational-angebot.de after approval of the offer

document by BaFin. Additionally, the publication of the offer document will

be announced in the Federal Gazette (Bundesanzeiger).

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

the technical settlement of the Takeover Offer to transfer a number of up

to 29.99% of the outstanding TOM TAILOR Shares, 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.

Important notice:

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

offer to sell TOM TAILOR Shares. 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 only after BaFin has granted

permission to publish the offer document. Investors and holders of TOM

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

relevant documents regarding the Takeover Offer when they become available,

since they will contain important information. As far as legally

permissible, the Bidder reserves the right to deviate in the final Terms

and conditions of the Takeover Offer from the basic data described herein.

Hong Kong, 19 February 2019

Fosun International Limited

End of WpÜG announcement

The 19.02.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

—————————————————————————

Listed: Regulierter Markt in Frankfurt (Prime Standard) und Hamburg;

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

Tradegate Exchange;