Publication of the decision to make a voluntary public takeover offer
Publication of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and 3 in conjunction with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbsund Übernahmegesetz)
Pulver BidCo GmbH
c/o Latham & Watkins LLP
Registered with the commercial register of the local court of Munich under HRB 245218
Registered with the commercial register of the local court of Munich under HRB 220696
WKN A12DM8 / ISIN DE000A12DM80
On 15 February 2019, Pulver BidCo GmbH (the “Bidder”) decided to make a voluntary public takeover offer to all shareholders of Scout24 AG (the “Company”) for the acquisition of all nonpar value registered shares in the Company (ISIN DE000A12DM80), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the “Scout24 Shares”) against payment of a cash consideration in the amount of EUR 46.00 per Scout24 Share (the “Takeover Offer”).
The Bidder today entered into an investment agreement with the Company, which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto.
The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to do so on the internet at the Bidder’s website http://www.scout24-offer.com.
The consummation of the Takeover Offer will be subject to certain conditions, which will include reaching a minimum acceptance threshold of 50% plus one share of Scout24 Shares, granting of merger control clearance and other customary conditions.
The Takeover Offer will be made on and subject to the terms and conditions set out in the offer document, however, the Bidder reserves the right, to the extent permissible by law, to deviate from the described parameters.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of shares in the Company are strongly advised to read the offer document and all other documents regarding the Takeover Offer when they become available, as they will contain important information.
The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. takeover laws. Any contract concluded on the basis of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
Munich, 15 February 2019
Pulver BidCo GmbH
End of WpÜG announcement