FS DE Energy GmbH
FS DE Energy GmbH
Nachricht vom 02.04.2020 | 19:45
Takeover Offer / Target company: MVV Energie AG; Bidder: FS DE Energy GmbH
FS DE Energy GmbH / Takeover Offer
Announcement of the decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under register number HRB 116091
registered with the commercial register of the local court (Amtsgericht) of Mannheim under register number HRB 1780
ISIN: DE000A0H52F5 / WKN: A0H52F
On 2 April 2020, FS DE Energy GmbH (the "Bidder"), a company indirectly held by funds managed by First State Investments International Limited, has decided to make a voluntary public takeover offer to the shareholders of MVV Energie AG to acquire their registered shares with no-par-value (auf den Namen lautende nennwertlose Stückaktien) in MVV Energie AG (DE000A0H52F5; the "MVV Shares") (the "Takeover Offer"). The offer consideration in cash will be determined in accordance with Section 31 WpÜG and Sections 3 et seqq. of the WpÜG Offer Ordinance (WpÜG-Angebotsverordnung). Subject to final determination by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), the Bidder expects the relevant volume-weighted average domestic stock exchange price of MVV Shares during the last three months prior to this announcement to amount to approx. EUR 26.99.
Completion of the Takeover Offer will be made subject to certain regulatory clearances set out in the offer document.
The offer document (in German and a non-binding English translation), which contains the detailed terms and conditions of the Takeover Offer and other related information, will be published on the internet at
The offer document for the Takeover Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").
The Bidder has today entered into a share purchase agreement with EnBW Energie Baden-Württemberg AG, Karlsruhe, Germany, and RheinEnergie AG, Cologne, Germany (together the "Sellers") for the acquisition of in total 29,709,711 MVV Shares (representing approx. 45.1 % of the share capital and the voting rights of MVV Energie AG) held by the Sellers against payment of a purchase price of EUR 25.34 per MVV Share. Completion of the share purchase agreement is subject to certain regulatory clearances. In addition, the Bidder has today entered into an agreement with the City of Mannheim, which will remain the majority shareholder of MVV Energie AG, regarding the future co-operation in relation to MVV Energie AG. Such agreement is subject to completion of the afore-mentioned share purchase agreement.
The Bidder does not intend to delist the MVV Shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell MVV Shares. The final terms of the Takeover Offer as well as other terms pertaining to the Takeover Offer will be announced in the offer document after the permission of the publication of the offer document by BaFin. Investors and holders of MVV Shares are strongly advised to read the offer document as well as all other documents related to the Takeover Offer when they are made available because they will contain important information and to seek independent advice, where appropriate, in relation to the matters therein.
The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.
Frankfurt am Main, 2 April 2020
FS DE Energy GmbH
The Managing Director
|Listed:||Regulierter Markt in Frankfurt (Prime Standard), Freiverkehr in Berlin, Tradegate Exchange, Düsseldorf, Hamburg, Hannover, München, Stuttgart|
|End of News||DGAP News Service|