DGAP-Adhoc

Statement of the Board of Directors of Highlight Communications AG on the Takeover Bid by Dr. Dieter Hahn from December 5, 2016

Highlight Communications AG / Key word(s): Miscellaneous

05.12.2016 19:08

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Dr. Dieter Hahn informed us today that under certain conditions he and KF15
GmbH and DHV GmbH would consider making an offer of EUR 6 per free share of
Highlight Communications AG and an offer to acquire all shares of
Constantin Medien AG at a price of EUR 2.30 per share of Constantin Medien
AG. However, he attaches two conditions to an actual future offer: a) the
performance of due diligence, and b) the reversal of a loan between
Constantin Medien AG and Stella Finanz AG, Glarus. Dr. Dieter Hahn did not
provide any proof of the necessary funds for an offer of this kind.

In this regard, the Board of Directors of Highlight Communications AG notes
the following:
If Dr. Hahn, KF15 GmbH and DHV - or any other third party - actually
publish a takeover bid in the future that is formulated in accordance with
the applicable regulations and approved by the German Federal Financial
Supervisory Authority (BaFin) after furnishing proof of sufficient funds,
then the Board of Directors of Highlight Communications AG will duly deal
with this bid in the interests of the company and all shareholders.

Dr. Dieter Hahn demonstrably did not submit such a bid satisfying the legal
requirements today. It is not clear that he can furnish proof of funds, nor
is his "bid" based on serious conditions.

The reversal of the loan between Constantin Medien AG and Stella Finanz AG
that he demands as a condition for a future offer is currently the subject
of legal disputes in Switzerland and Germany between the parties to the
loan agreement. Highlight Communications AG is not involved in this and
therefore cannot fulfill the requested condition. The Board of Directors of
Highlight Communications AG cannot tell to what extent a judicial
clarification can be reached in the foreseeable future, especially since -
according to the information available to Highlight Communications AG -
Constantin Medien AG is probably not currently entitled to demand the
reversal of the loan, which is presumably not due before the middle of next
year, in the requested manner. It also is not possible to tell whether the
parties can reach an out-of-court agreement, or whether building up
pressure on Stella Finanz AG associated with raising the prospect of an
offer and apparently intended is likely to bring about an agreement.

As such, it is evident that the conditions for an offer as proposed by Dr.
Hahn are not met. The fact that Dr. Hahn cites the performance of due
diligence as a condition for submitting the takeover bids he has proposed,
even though he has access to the relevant information at both target
companies through his roles on the Supervisory Board/the Board of
Directors, also speaks for itself. The Board of Directors leaves it to the
shareholders to judge the seriousness of this approach.



For further information:

HIGHLIGHT COMMUNICATIONS AG
Investor Relations
Netzibodenstrasse 23b
CH-4133 Pratteln
Tel.: [phone]
E-mail: [e-mail]


05.12.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language: English
Company: Highlight Communications AG
Netzibodenstrasse 23b
4133 Pratteln
Switzerland
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.hlcom.ch
ISIN: CH0006539198
WKN: 920299
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart

End of Announcement DGAP News-Service

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