029 Group SE

M&A Activity • Jul 16, 2018

News Details

Takeover Bids | 16 July 2018 07:07

Takeover Offer;

Target company: VTG Aktiengesellschaft; Bidder: Warwick 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.

—————————————————————————

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 pursuant to sec. 10 para. 1 and Para. 3 in conjunction with

sec. 29 para. 1, 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Bidder:

Warwick Holding GmbH

Thurn- und Taxis-Platz 6

60313 Frankfurt am Main

Germany

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

Frankfurt am Main under HRB 106298

Target company:

VTG Aktiengesellschaft

Nagelsweg 34

20097 Hamburg

Germany

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

Hamburg under HRB 98591

ISIN: DE000VTG9999

The offer document will be published on the Internet once such publication

has been approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) at:

http://www.warwickholding-angebot.de

Information on the Bidder

On July 16, 2018, Warwick Holding GmbH (the ‘Bidder’), with its registered

office in Frankfurt am Main, Germany, an indirect wholly-owned subsidiary

of funds advised by Morgan Stanley Infrastructure Inc., Wilmington,

Delaware, USA, decided to submit a voluntary public takeover offer in the

form of a cash offer to the shareholders of VTG Aktiengesellschaft (the

‘Company’), with its registered office in Hamburg, Germany, to acquire all

shares in the Company, each with a notional interest in the share capital

of EUR 1.00 (ISIN DE000VTG9999).

For each share of the Company tendered to the Bidder, the Bidder will offer

EUR 53.00 in cash as consideration, subject to the final determination of

the minimum price and the final terms set forth in the offer document.

The Bidder currently directly holds approximately 29% of the share capital

of the Company. Prior to this publication, the Bidder has entered into a

definitive agreement with Kühne Holding AG, who directly holds

approximately 20% of the Company’s share capital. Pursuant to this

agreement, Kühne Holding AG has irrevocably undertaken to accept the

voluntary public takeover offer for all of the shares of the Company held

by it.

The public takeover offer will be made in accordance with the terms and

conditions set forth in the offer document, in particular customary

conditions to closing, including, inter alia, required antitrust

clearances. As a further condition, it has to be confirmed that neither the

Company nor any of its subsidiaries is engaged in business, directly or

indirectly, with persons or entities that appear on sanction lists of the

U.S. Office of Foreign Assets Control (‘OFAC’) of the U.S. Department of

the Treasury. Furthermore, the acquisition of CIT Rail Holdings (Europe)

SAS, Paris, France through the Company or a subsidiary of the Company (the

‘NACCO Acquisition’) has to be consummated. The public takeover offer will

not be subject to a minimum acceptance threshold. To the extent legally

permissible, the Bidder reserves the right to deviate in the final terms of

the offer document from the information described herein.

The offer document will be available on the Internet at http://

www.warwickholding-angebot.de after the approval of the publication has

been granted by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht). The period for the

acceptance of the takeover offer will be published on the same website.

Important Notice

This announcement is for information purposes only and neither constitutes

an invitation to sell, nor an offer to purchase, securities of the Company.

The final terms and further provisions regarding the public takeover offer

will be disclosed in the offer document after its publication has been

approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally

permissible, the Bidder reserves the right to deviate in the final terms of

the public takeover offer from the basic information described herein.

Investors and holders of securities of the Company are strongly recommended

to read the offer document and all announcements in connection with the

public takeover offer as soon as they are published, since they contain or

will contain important information.

The offer will be made exclusively under the laws of the Federal Republic

of Germany, especially under the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions

of the securities laws of the United States of America applicable to cross-

border tender offers. The offer will not be executed according to the

provisions of jurisdictions other than those of the Federal Republic of

Germany or the United States of America (to the extent applicable). Thus,

no other announcements, registrations, admissions or approvals of the offer

outside of the Federal Republic of Germany have been filed, arranged for or

granted. Investors in, and holders of, securities in the Company cannot

rely on having recourse to provisions for the protection of investors in

any jurisdiction other than the provisions of the Federal Republic of

Germany or the United States of America (to the extent applicable). Subject

to the exceptions described in the offer document as well as any exemptions

that may be granted by the relevant regulators, a public takeover offer

will not be made, neither directly nor indirectly, in jurisdictions where

to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly

or indirectly acquire further shares outside the offer on or off the stock

exchange. If such further acquisitions take place, information about such

acquisitions, stating the number of shares acquired or to be acquired and

the consideration paid or agreed on, will be published without undue delay.

To the extent any announcements in this document contain forward-looking

statements, such statements do not represent facts and are characterized by

the words ‘will’, ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘aim’,

‘assume’ or similar expressions. Such statements express the intentions,

opinions or current expectations and assumptions of the Bidder and the

persons acting together with the Bidder. Such forward-looking statements

are based on current plans, estimates and forecasts, which the Bidder and

the persons acting together with the Bidder have made to the best of their

knowledge, but which they do not claim to be correct in the future.

Forward-looking statements are subject to risks and uncertainties that are

difficult to predict and usually cannot be influenced by the Bidder or the

persons acting together with the Bidder. These expectations and forward-

looking statements can turn out to be incorrect and the actual events or

consequences may differ materially from those contained in or expressed by

such forward-looking statements. The Bidder and the persons acting together

with the Bidder do not assume an obligation to update the forward-looking

statements with respect to the actual development or incidents, basic

conditions, assumptions or other factors.

Frankfurt am Main, July 16, 2018

Warwick Holding GmbH

End of WpÜG announcement

The 16.07.2018 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

—————————————————————————

Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate

Exchange