DGAP-Adhoc
KUKA Aktiengesellschaft: Tender Offer of KUKA Aktiengesellschaft relating to all outstanding shares of Swisslog Holding AG and Capital Increase from Authorized Capital - Seite 2
tender offer and to be published in newspapers, will be published in Neuer
Züricher Zeitung (in German language) and in Le Temps (in French language).
Furthermore, the offer prospectus will be available, free of charge, in
German and French language from Bank Vontobel AG, Gotthardstrasse 43,
CH-8022 Zurich, Telephone: +41 (0)58 283 71 11; Fax: +41 (0)58 283 76 50,
e-mail: prospectus@vontobel.ch.
The tender offer shall partly be funded by KUKA Aktiengesellschaft by
issuing new shares. Hence, the Executive Board of KUKA Aktiengesellschaft
has, with today's approval of the Supervisory Board, resolved to increase
the share capital of the company with the exclusion of the shareholder
subscription rights by means of a partial utilization of the Authorized
Capital 2011 by an amount up to EUR 4,661,498.40 to EUR 92,841,619.00 in
exchange for cash contributions, provided the tender offer is successful.
Up to 1,792,884 no par value bearer shares will be issued, representing a
notional amount of EUR 2.60 per share and dividend entitlement from the
fiscal year 2014 onwards.
The subscription rights of shareholders are excluded on the basis of the
authorization in Sec. 4 para. 5 sentence 4 of the Articles of Association.
The Executive Board will - with respective approvals of the Supervisory
Board - decide in separate resolutions about the execution of the share
capital increase as well as the total number of new shares to be issued and
the placement price. It is planned that Bank Joh. Berenberg, Gossler & Co.
KG, Hamburg, shall be mandated to arrange the share placement. The
placement price shall be determined in an accelerated bookbuilding process.
The new shares will be subscribed by Bank Joh. Berenberg, Gossler & Co. KG.
The new shares shall be admitted for trade, without prospectus, in the
regulated market as well as the sub-segment of the regulated market with
additional post-admission obligations (Prime Standard) on the Frankfurt
Stock Exchange as well as the regulated market of the Stock Exchange
Munich.
Augsburg, 25 September 2014
KUKA Aktiengesellschaft
The Executive Board
As to the tender offer
The tender offer described or referenced in this announcement (the "Offer")
is not directly or indirectly made in the United States of America, the
United Kingdom, Japan, Australia, Canada or Japan nor in any other country
or jurisdiction in which such Offer would be illegal, otherwise violate the
applicable law or an ordinance or which would require KUKA
Aktiengesellschaft to change the terms or conditions of the tender offer in
any way, to submit an additional application to or to perform additional
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