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Kardan N.V. — M&A Activity 2013
Nov 18, 2013
6875_iss_2013-11-18_ddab3fdd-c380-4a1b-b0e5-0c610cefbfaf.pdf
M&A Activity
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SALE AGREEMENT OF AVIS UKRAINE NOT ENDORSED BY AVIS EUROPE
Amsterdam, November 18, 2013 – Kardan N.V. ("Kardan"/ "the Company"), active in Real Estate, Water Infrastructure and Financial Services in emerging markets announces that, following the announcement on June 11, 2013, the intended agreement by its wholly owned subsidiary TBIF Financial Services BV ("TBIF") to sell its 66% share in the leasing company Avis Ukraine to its co-owner Kardan Vehicle Ltd. ("Kardan Vehicle") ("the Transaction") has not been endorsed by Avis Europe Holdings ("Avis Europe").
Kardan Vehicle has received notice of Avis Europe that it does not endorse the Transaction. In light of Avis Europe's notice, TBIF is considering to take actions which may be necessary to realize the Transaction as was outlined originally or alternatively to sell to a third party, as it deems appropriate.
The Transaction as announced in June last encompassed a consideration of USD 8.6 million which was subject to price adjustments before closing date, in addition to which Kardan Vehicle would guarantee the repayment of a loan of approximately USD 5 million granted by TBIF to Avis Ukraine. Accordingly, in the Q2 2013 financial statements of TBIF, the investment in Avis Ukraine was impaired pending its sale.
Avis Ukraine owns a fleet of approximately 2,600 vehicles and has an estimated market share of 22% of the leasing market and 39% of the rental market of vehicles in Ukraine. In 2012, Avis Ukraine reported a net profit of USD 2 million.
The decision to sell the leasing activities in Ukraine is in line with TBIF's strategy to focus on its financial service activities in Bulgaria and Romania and with Kardan's objective to generate free cash in order to deleverage.
DISCLAIMER
This press release contains forward-looking statements and information, for example concerning the financial condition, results of operations, businesses and potential exposure to market risks of Kardan N.V. and its group companies (jointly "Kardan Group"). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements (including "forward looking statements" as defined in the Israeli Securities Law). Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are identified by the use of terms and phrases such as ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''intend'', ''may'', ''plan'', ''objectives'', ''outlook'', ''probably'', ''project'', ''will'', ''seek'', ''target'', ''risks'', ''goals'', ''should'' and similar terms and phrases. A variety of factors, many of which are beyond Kardan Group's control, affect our operations, performance, business strategy and results and could cause the actual results, performance or achievements of Kardan Group to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For Kardan Group, particular uncertainties arise, amongst others but not limited to and not in any order of importance, (i) from dependence on external financing with the risk that insufficient access to capital threatens its capacity to grow, execute its business model, and generate future financial returns (ii) from concentration of its business in Central Eastern Europe and China as a result of which Kardan Group is strongly exposed to these particular markets (iii) from risks related to the financial markets as a result of Kardan N.V.'s listings on NYSE Euronext Amsterdam and the Tel Aviv Stock Exchange and (iv) from it being a decentralized organization with a large number of separate entities spread over different geographic areas in emerging markets, so that Kardan Group is exposed to the risk of fraudulent activities or illegal acts perpetrated by managers, employees, customers, suppliers or third parties which expose the organization to fines, sanctions and loss of customers, profits and reputation etc. and may adversely impact Kardan Group's ability to achieve its objectives and (v) from any of the risk factors specified in Kardan N.V.'s Annual Report and in the related "Periodic Report" (published by Kardan N.V. in Israel) published in April, and which is also available at the Kardan website. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Kardan N.V. does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
About Kardan
Kardan identifies and develops assets in promising emerging markets, mainly in Central and Eastern Europe and in China. Its activities are predominantly focused on three sectors that benefit from the rising middle class: Real Estate, Water Infrastructure and Retail Banking and Lending. Company headquarters are in the Netherlands. Kardan aims at holding controlling interests in its investments and, through the development of local business platforms, is actively involved in the definition and implementation of their strategy. Total assets as of June 30, 2013 amounted to EUR 1.1 billion; revenues totalled EUR 90 million in the first half of 2013. Kardan is listed on NYSE Euronext Amsterdam and the Tel Aviv Stock Exchange.
For further information please contact:
Caroline Vogelzang Director Investor Relations Phone: +31 20 30 50 010 Mobile: +31 6 10 949 161 [email protected] www.kardan.nl
"This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)"