029 Group SE

M&A Activity • Nov 27, 2017

News Details

Takeover Bids | 27 November 2017 18:43

Takeover Offer ;

Target company: Constantin Medien AG; Bidder: Studhalter Investment AG / Highlight Communications AG

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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Publication of the decision to make a takeover offer

pursuant to Section 10 para. 1, 3 in conjunction with Sections 29, 34 of

the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz – WpÜG)

Bidders:

Studhalter Investment AG

Matthofstrand 8

6005 Luzern

Switzerland

registered in the commercial register of the Canton of Luzern under

CHE-114.350.381

and

Highlight Communications AG

Netzibodenstrasse 23b

4133 Pratteln

Switzerland

registered in the commercial register of the Canton of Basel-Landschaft

under CHE-100.774.645

Target:

Constantin Medien AG

Münchener Str. 101 g

85737 Ismaning

Germany

registered in the commercial register of the local court of Munich under

HRB 148760

ISIN DE0009147207 | WKN: 914720

Information by the Bidders:

Today, Studhalter Investment AG and Highlight Communications AG

(collectively the ‘Bidders’) have decided to make, with exempting effect

also for Mr. Bernhard Burgener, Mrs. Rosmarie Burgener, Highlight Event and

Entertainment AG and Mr. Alexander Studhalter, an offer to the shareholders

of Constantin Medien AG to acquire their no-par value ordinary bearer

shares in Constantin Medien AG (the ‘Constantin Shares’) by way of

voluntary public takeover bid against payment of a cash consideration in

the amount of EUR 2.30 per Constantin Share (the ‘Takeover Offer’).

For purposes of financing and coordinating the Takeover Offer and in order

to structure the group of shareholders of Constantin Medien AG following

the successful execution of the Takeover Offer, today, the Bidders entered

into a framework agreement with Highlight Event and Entertainment AG (which

is currently the largest shareholder of Constantin Medien AG with a

participation of nearly 30%) as well as Mr. Bernhard Burgener, Mrs.

Rosmarie Burgener and Mr. Alexander Studhalter. The framework agreement,

inter alia, provides for all Constantin Shares tendered under the Takeover

Offer to be acquired by and transferred to Highlight Communication AG upon

completion of the Takeover Offer. In this context, SIAG acquired a

participation of 28.7% in HLEE in a capital increase which was implemented

today.

The offer document and other information relating to the Takeover Offer

will be published on the internet under http://www.siagtgwhlc-offer.de.

The Takeover Offer will be subject to the condition precedent of the

receipt of necessary antitrust clearances. Furthermore, the Takeover Offer

will be made on and subject to the terms and conditions yet to be

communicated in the offer document.

The Bidders expect the publication of the offer document, which may only

take place after its approval by the German Federal Financial Supervisory

Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), to occur in

the course of December 2017.

Important Notice:

This announcement merely serves information purposes and neither represents

an offer to purchase or sell nor a solicitation of an offer to purchase or

sell shares of Constantin Medien AG. 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 after the approval of the

offer document by the German Federal Financial Supervisory Authority. The

Bidders reserve the right to deviate from the basic terms presented herein

in the final terms and conditions of The Takeover Offer.

Investors and shareholders of Constantin Medien AG are strongly advised to

read the offer document and any relevant documents in connection with the

Takeover Offer as soon as such documents will be published as they will

contain important information. Where appropriate, it is furthermore

recommended to seek independent advice in order to receive a competent

assessment regarding the contents of the offer document and the Takeover

Offer.

Luzern/Pratteln, 27 November 2017

Studhalter Investment AG

Highlight Communications AG

End of WpÜG announcement

The 27.11.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Bietergesellschaft (Highlight Communications AG):

Regulierter Markt

in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg,

Hannover, München, Stuttgart, Tradegate

Exchange

Zielgesellschaft:

Regulierter Markt in Frankfurt (Prime

Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München,

Stuttgart, Tradegate Exchange