029 Group SE

M&A Activity • Jun 23, 2017

News Details

Takeover Bids | 23 June 2017 22:39

Takeover Offer;

Target company: Oldenburgische Landesbank AG; Bidder: BKB Beteiligungsholding 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 launch a public takeover offer in accordance

with § 10 para. 1 sentence 1 in conjunction with § 29 para. 1 and § 34 of

the German Securities Acquisition and Takeover Act

Bidder:

BKB Beteiligungsholding AG

Voltastraße 81

60486 Frankfurt am Main

Germany

registered with the commercial register of the local court of Frankfurt am

Main under HRB 107730.

Target Company:

Oldenburgische Landesbank AG

Stau 15/17

26122 Oldenburg

Germany

registered with the commercial register of the local court of Oldenburg

(Oldb) under HRB 3003.

ISIN: DE0008086000 (WKN: 808600)

The publication of the offer document will be made on the internet under

www.bkb-bank.com/en/OLB upon approval by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

Information of the Bidder:

BKB Beteiligungsholding AG, a wholly owned subsidiary of Bremer Kreditbank

AG, decided on 23 June 2017 to offer to the shareholders of Oldenburgische

Landesbank AG by way of a voluntary public takeover offer to acquire their

no-par value bearer shares in Oldenburgische Landesbank AG, each

representing a notional amount of EUR 2.60 in the registered share capital

(‘OLB-Shares’) against payment of a cash consideration in the amount of the

weighted domestic stock exchange price during the three months prior to

this publication per each OLB-Share (the ‘Takeover Offer’).

BKB Beteiligungsholding AG and Allianz Deutschland AG have signed a share

sale and purchase agreement today relating to 20,975,219 OLB-Shares,

equalling to about 90.2% of all OLB-Shares (‘SPA’). The transfer of the

20,975,219 OLB-Shares is subject to certain conditions. Because of the SPA,

Allianz Deutschland AG will not accept the Takeover Offer for the 90.2%

OLB-Shares held by it.

The completion of the Takeover Offer will be subject to certain conditions.

These will include, in particular, receipt of necessary antitrust and other

regulatory clearances, in particular banking regulatory clearances. Apart

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

conditions yet to be communicated in the offer document.

Important information:

This announcement neither represents an offer to purchase or sell nor a

solicitation of an offer to purchase or sell shares in Oldenburgische

Landesbank AG. The final terms and conditions of the offer will be

published in the offer document after the approval by the German Federal

Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht). BKB Beteiligungsholding AG reserves the

right to deviate from the basic terms presented herein in the final terms

and conditions. Investors and holders of shares in Oldenburgische

Landesbank AG are strongly advised to read any relevant documents in

connection with the voluntary public takeover offer as soon as such

documents will be published as they will contain important information.

Frankfurt am Main, 23 June 2017

BKB Beteiligungsholding AG

End of WpÜG announcement

The 23.06.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt in Berlin, Hamburg, Hannover; Freiverkehr in

Düsseldorf, Frankfurt