Photon Management GmbH

Nachricht vom 10.10.2019 | 08:42

Takeover Offer; <DE000A0JBPG2>



Target company: PNE AG; Bidder: Photon Management 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.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 IN CONJUNCTION WITH
SEC. 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT
(WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ - WPÜG)

Bidder:

Photon Management GmbH
Thurn-und Taxis-Platz 6
60313 Frankfurt am Main
Germany
registered with the commercial register of the local court (Amtsgericht)
Frankfurt am Main under HRB 116519

Target Company:

PNE AG
Peter-Henlein-Straße 2-4
27472 Cuxhaven
Germany
registered with the commercial register of the local court (Amtsgericht)
Tostedt under HRB 110360
ISIN: DE000A0JBPG2

The offer document will be published on the Internet once such publication
has been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) at:

http://www.photon-angebot.de

Information on the Bidder

On October 10, 2019, Photon Management GmbH (the 'Bidder'), with its
registered office in Frankfurt am Main, Germany, an indirect wholly-owned
subsidiary of funds managed and advised by Morgan Stanley Infrastructure
Inc., Wilmington, Delaware, USA, decided to submit a voluntary public
takeover offer in the form of a cash offer to the shareholders of PNE AG
(the 'Company'), with its registered office in Cuxhaven, Germany, to
acquire all registered no-par value shares in the Company, each with a
notional interest in the share capital of EUR 1.00 (ISIN DE000A0JBPG2).

For each share of the Company tendered to the Bidder, the Bidder will offer
EUR 4.00 in cash as consideration, subject to the final determination of
the minimum price and the final determination in the offer document.

The public takeover offer will be made in accordance with the terms and
conditions set forth in the offer document. This includes reaching a
minimum acceptance threshold of 50% of the share capital of the Company
plus one share (without treasury shares). In addition, the public takeover
offer will be made subject to customary closing conditions, including,
inter alia, required antitrust clearances. To the extent legally
permissible, the Bidder reserves the right to deviate in the final terms of
the offer document from the information described herein.

Today, the Bidder entered into an investment agreement with the Company,
which governs the key terms of the takeover offer and the mutual intentions
and objectives with regard to future collaboration. On the basis of the
investment agreement, the Company's management board and supervisory
support the planned offer.

The Bidder has entered into a sale and purchase agreement to acquire
approximately 11% of PNE's total share capital from PNE's largest investor
group, thereby already securing the corresponding stake for the planned
offer upon this announcement.

The offer document will be available on the Internet at http://www.photon-
angebot.de after the approval of the publication has been granted by the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). The period for the acceptance of the
takeover offer will be published on the same website.

Important Notice:

This announcement is for information purposes only and neither constitutes
an invitation to sell, nor an offer to purchase, securities of the Company.
The final terms and further provisions regarding the public takeover offer
will be disclosed in the offer document after its publication has been
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally
permissible, the Bidder reserves the right to deviate in the final terms of
the public takeover offer from the basic information described herein.
Investors and holders of securities of the Company are strongly recommended
to read the offer document and all announcements in connection with the
public takeover offer as soon as they are published, since they contain or
will contain important information.

The offer will be made exclusively under the laws of the Federal Republic
of Germany, especially under the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain provisions
of the securities laws of the United States of America applicable to cross-
border tender offers. The offer will not be executed according to the
provisions of jurisdictions other than those of the Federal Republic of
Germany or the United States of America (to the extent applicable). Thus,
no other announcements, registrations, admissions or approvals of the offer
outside of the Federal Republic of Germany have been filed, arranged for or
granted. Investors in, and holders of, securities in the Company cannot
rely on having recourse to provisions for the protection of investors in
any jurisdiction other than the provisions of the Federal Republic of
Germany or the United States of America (to the extent applicable). Subject
to the exceptions described in the offer document as well as any exemptions
that may be granted by the relevant regulators, a public takeover offer
will not be made, neither directly nor indirectly, in jurisdictions where
to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly
or indirectly acquire further shares outside the offer on or off the stock
exchange. If such further acquisitions take place, information about such
acquisitions, stating the number of shares acquired or to be acquired and
the consideration paid or agreed on, will be published without undue delay,
if and to the extent required by the laws of the Federal Republic of
Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking
statements, such statements do not represent facts and are characterized by
the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim',
'assume' or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of the Bidder and the
persons acting together with the Bidder. Such forward-looking statements
are based on current plans, estimates and forecasts, which the Bidder and
the persons acting together with the Bidder have made to the best of their
knowledge, but which they do not claim to be correct in the future.
Forward-looking statements are subject to risks and uncertainties that are
difficult to predict and usually cannot be influenced by the Bidder or the
persons acting together with the Bidder. These expectations and forward-
looking statements can turn out to be incorrect and the actual events or
consequences may differ materially from those contained in or expressed by
such forward-looking statements. The Bidder and the persons acting together
with the Bidder do not assume an obligation to update the forward-looking
statements with respect to the actual development or incidents, basic
conditions, assumptions or other factors.

Frankfurt am Main, October 10, 2019
Photon Management GmbH

End of WpÜG announcement

The 10.10.2019 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de



Listed: Zielgesellschaft:
Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart, Tradegate
Exchange