M&A Activity • Sep 11, 2008
M&A Activity
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News Details
Takeover Bids | 11 September 2008 22:00
Takeover Offer
Target company: primion Technology AG; Bidder: Azkoyen S.A.
Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG),
transmitted by DGAP – a company of EquityStory AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to launch a voluntary public takeover offer
(Übernahmeangebot) pursuant to Section 10(1) and (3) in conjunction with
Sections 29(1) and 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz).
Bidder:
Azkoyen S.A.
Avenida de San Silvestre, s/n
31350 Peralta (Navarra)
Spain
registered with the commercial register of the local court of Navarra under
no. T-327, F-142, H-NA-5602
Target Company:
primion Technology AG
Steinbeisstraße 2-5
72510 Stetten am kalten Markt
Germany
registered with the commercial register of the local court of Ulm under no.
HRB 710911
ISIN: DE0005117006 / WKN: 511700
The offer document will be published on the Internet under
http://www.azkoyen.com/deu/index.htm.
Information by the Bidder:
Azkoyen S.A. has decided on 11 September 2008 to offer to the shareholders
of primion Technology AG by way of a voluntary public takeover offer to
acquire all of their non par-value bearer shares in primion Technology AG
with a calculated quota of the share capital of EUR 1.00 per share for a
consideration in cash in the amount of
EUR 6.00 per share.
The offer will not be subject to a minimum acceptance threshold. Otherwise,
the offer will be subject to the provisions and conditions still to be
communicated in the offer document.
The decision to launch a voluntary public takeover offer is related to the
conclusion of a share sale and transfer agreement between Heinz Roth and
VHR Verwaltungsgesellschaft Heinz Roth mbH as sellers and Azkoyen S.A. as
purchaser regarding the acquisition of approximately 20.11% of the shares
in pimion Technology AG, as well as to the conclusion of a shareholders’
agreement on the coordination of the exercise of voting rights in primion
Technology AG.
Important Notice:
This announcement does not constitute an offer to purchase or an invitation
to make an offer to sell shares in the Target Company. The final conditions
and further provisions regarding the offer will be disclosed in the offer
document after the publication has been approved by the German Federal
Financial Supervisory Authority. Investors and shareholders of primion
Technology AG are strongly recommended to read the offer document and all
documents in connection with the offer as soon as they are published, since
they will contain important information.
Peralta (Navarra), September 11, 2008
Azkoyen S.A.
End of WpÜG announcement(c)DGAP 11.09.2008
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Listed: primion Technology AG: Regulierter Markt in Frankfurt (Prime
Standard), Freiverkehr in Berlin, Düsseldorf, Hamburg, München und
Stuttgart
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