DGAP-Adhoc
DATA MODUL AG: Public Takeover - Seite 2
family and Varitronix Investment Limited pursuant to which such
shareholders sell their shares, in aggregate corresponding to 34.22 % of
the nominal share capital of Data Modul AG, for a purchase price of EUR
27.50 per share to Arrow CEHM (the "SPA"). As stated by Arrow CEHM, the
closing of the SPA is in particular subject to the conditions precedent of
anti-trust clearance of the transaction by the competent authorities and
achievement by Arrow CEHM of a participation corresponding to at least 75 %
of the nominal share capital of Data Modul AG upon completion of the public
takeover offer and the SPA.
In addition, Arrow CEHM has informed the company that further shareholders
of the company have irrevocably committed themselves to tender their
shares, in aggregate corresponding to 3.14 % of the nominal share capital
of Data Modul AG, into the announced public takeover offer.
By means of the SPA and these irrevocable tender commitments, Arrow, Inc.
and Arrow CEHM already today have secured the acquisition of in aggregate
37.36 % of the nominal share capital of the company. Taking into account
the fact that the company holds 132,182 treasury shares, this currently
corresponds to 38.82 % of the voting rights in the company.
According to the Business Combination Agreement, also the consummation of
the intended takeover offer is in particular subject to the conditions
precedent of anti-trust clearance of the transaction by the competent
authorities and achievement by Arrow CEHM of a participation corresponding
to at least 75 % of the nominal share capital of Data Modul AG upon
completion of the public takeover offer and the SPA.
The management board and the supervisory board of Data Modul AG, based on
the information known to them at the time of this publication, support the
intended transaction. In particular, the management board and supervisory
board of Data Modul AG are of the opinion that the announced offer price of
EUR 27.50 per share is fair, appropriate and attractive. Accordingly, the
management board has announced in the Business Combination Agreement to
support the takeover offer of Arrow CEHM, subject to its duties and
responsibilities according to German law, in particular its fiduciary
duties, duties of loyalty and duties of care and other requirements under
German takeover law, and subject to a re-assessment of the takeover offer
upon publication of the offer document.
Munich, this 28 January 2015
The Management Board of Data Modul AG
28.01.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: DATA MODUL AG
Landsberger Straße 322
80687 München
Germany
Phone: +49 (0)89 56017-105
Fax: +49 (0)89 56017-102
E-mail: barbara.lederer@data-modul.com
Internet: www.data-modul.com
ISIN: DE0005498901
WKN: 549890
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Stuttgart
End of Announcement DGAP News-Service
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and Arrow CEHM already today have secured the acquisition of in aggregate
37.36 % of the nominal share capital of the company. Taking into account
the fact that the company holds 132,182 treasury shares, this currently
corresponds to 38.82 % of the voting rights in the company.
According to the Business Combination Agreement, also the consummation of
the intended takeover offer is in particular subject to the conditions
precedent of anti-trust clearance of the transaction by the competent
authorities and achievement by Arrow CEHM of a participation corresponding
to at least 75 % of the nominal share capital of Data Modul AG upon
completion of the public takeover offer and the SPA.
The management board and the supervisory board of Data Modul AG, based on
the information known to them at the time of this publication, support the
intended transaction. In particular, the management board and supervisory
board of Data Modul AG are of the opinion that the announced offer price of
EUR 27.50 per share is fair, appropriate and attractive. Accordingly, the
management board has announced in the Business Combination Agreement to
support the takeover offer of Arrow CEHM, subject to its duties and
responsibilities according to German law, in particular its fiduciary
duties, duties of loyalty and duties of care and other requirements under
German takeover law, and subject to a re-assessment of the takeover offer
upon publication of the offer document.
Munich, this 28 January 2015
The Management Board of Data Modul AG
28.01.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: DATA MODUL AG
Landsberger Straße 322
80687 München
Germany
Phone: +49 (0)89 56017-105
Fax: +49 (0)89 56017-102
E-mail: barbara.lederer@data-modul.com
Internet: www.data-modul.com
ISIN: DE0005498901
WKN: 549890
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Stuttgart
End of Announcement DGAP News-Service
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