DGAP-WpÜG 105 0 Kommentare Tender Offer / Target company: Aves One AG; Bidder: Rhine Rail Investment AG

DGAP-WpÜG: Rhine Rail Investment AG / Tender Offer
Tender Offer / Target company: Aves One AG; Bidder: Rhine Rail Investment AG

09.12.2021 / 19:30 CET/CEST
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.

Publication of the decision to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) pursuant to Section 10 para. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) in conjunction with Section 39 para. 2 sent. 3 No. 1 of the German Stock Exchange Act (Börsengesetz)

Bidder:

Rhine Rail Investment AG
c/o Latham & Watkins LLP
Dreischeibenhaus 1
40211 Duesseldorf
Germany
Registered with the commercial register of the local court of Munich under HRB 262996

Target:

Aves One AG
Große Elbstraße 61
22767 Hamburg
Germany
Registered with the commercial register of the local court of Hamburg under HRB 124894
WKN A16811 / ISIN DE000A168114

On December 9, 2021, Rhine Rail Investment AG (formerly: Blitz 21-821 AG) (the "Bidder") decided to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to all shareholders of Aves One AG (the "Company") for the acquisition of all non-par value bearer shares in the Company (ISIN DE000A168114), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the "Aves Shares") against payment of a cash consideration in the amount of EUR 12.80 per Aves Share (the "Delisting Offer").

The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Delisting 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.rocket-offer.com.

The Delisting Offer will be made on and subject to the terms set out in the offer document, however, the Bidder reserves the right, to the extent permissible by law, to deviate from the described parameters.

Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The definitive terms and conditions of the Delisting Offer, as well as further provisions concerning the Delisting 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 Delisting Offer when they become available, as they will contain important information.

The Delisting 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 Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Duesseldorf, December 9, 2021

Rhine Rail Investment AG

End of WpÜG announcement
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09.12.2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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