029 Group SE

M&A Activity • Apr 26, 2017

News Details

Takeover Bids | 26 April 2017 03:56

Takeover Offer;

Target company: Epigenomics AG; Bidder: Blitz F16-83 GmbH (in the future operating under the name of Summit Hero 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.

—————————————————————————

Announcement of the Decision to Launch a Voluntary Public Tender Offer

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

German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz, ‘WpÜG’)

Bidder:

Blitz F16-83 GmbH (in the future operating under the name of Summit Hero

Holding GmbH)

c/o YouCo Vorratsgesellschaft mbH, Maternusstraße 40-42

50996 Köln

Germany

registered in the commercial register (Handelsregister) of the local court

(Amtsgericht) of Frankfurt am Main under register no. HR B 106733

Target:

Epigenomics AG

Geneststraße 5

10829 Berlin

Germany

registered in the commercial register (Handelsregister) of the local court

(Amtsgericht) of Charlottenburg under register no. HR B 75861

ISIN: DE000A11QW50 / WKN: A11QW5

On April 26, 2017 the Blitz F16-83 GmbH (in the future operating under the

name of Summit Hero Holding GmbH) (the ‘Bidder’) has decided to launch a

voluntary public tender offer to the shareholders of Epigenomics AG to

acquire their registered no-par value shares in Epigenomics AG, each

representing a pro-rata amount of the share capital of EUR 1.00 per share

(the ‘Epigenomics Shares’), against payment of a cash consideration in the

amount of EUR 7.52 per Epigenomics Share (the ‘Tender Offer’).

The offer document for the Tender Offer and further information relating to

the Tender Offer will be published on the internet at www.summit-hero-

angebot.de.

Further Information:

The Bidder is an indirect wholly-owned subsidiary of Cathay Fortune

International Company Limited (‘CFIC’). Team Curis Group (‘TCG’) today

signed an agreement according to which its subsidiaries Globetrotter (BVI)

Holdings, Ltd. und Bio-Epi (BVI) Holdings, Ltd., the currently largest

shareholders of Epigenomics AG, will indirectly invest in the Bidder

together with CFIC. In the course of the transaction, CFIC and the

subsidiaries of TCG will transfer their currently held Epigenomics Shares

to the Bidder. In addition, U Chip Technology Limited today signed an

irrevocable undertaking under which it committed to tender its Epigenomics

Shares into the Tender Offer. Under the aforementioned agreements, the

Bidder has already secured 15.31% of all outstanding Epigenomics Shares.

The Tender Offer will, inter alia, be subject to the conditions of the

issuance of a certificate of non-objection by the Federal Ministry for

Economic Affairs and Energy and other regulatory clearances as well as a

minimum acceptance ratio according to which the total number of shares held

by or attributed to the Bidder pursuant to sections 29 para. 1, 30 WpÜG

together with the Company Shares tendered under the Takeover Offer amounts

to at least 75 % of the Epigenomics Shares and will furthermore be made

subject to the terms and conditions contained in the offer document.

Important Notice:

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

offer to sell Epigenomics Shares. The final terms of the Tender Offer as

well as other terms pertaining to the Tender Offer will be announced in the

offer document after the permission of the publication of the offer

document by the Federal Financial Supervisory Authority. Investors and

holders of Epigenomics Shares are strongly advised to read the offer

document and as well as all other documents related to the Tender Offer

when they are made available because they will contain important

information.

Frankfurt am Main, April 26, 2017

Blitz F16-83 GmbH (in the future operating under the name of Summit Hero

Holding GmbH)

———————

Noted: Regulated market in Frankfurt (Prime Standard); open market

(Freiverkehr) in Berlin, Düsseldorf, München and Stuttgart as well as via

Tradegate Exchange

End of WpÜG announcement

The 26.04.2017 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, Stuttgart, München, Hamburg und Tradegate Exchange