DGAP-News: AVIC International Beijing Company Limited Announces Successful Completion of a Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG

DGAP-News: AVIC International Engineering Holdings PTE LTD / Schlagwort(e): Übernahmeangebot AVIC International Beijing Company Limited Announces Successful Completion of a Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG

27.12.2013 / 12:59 

AVIC International Beijing Company Limited Announces Successful Completion of a Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG

- Takeover offer was conducted jointly by an indirectly wholly-owned subsidiary of AVIC International Beijing Company Ltd. and three other bidders

- Takeover offer accepted for 20,112,785 KHD shares (40.465 % of KHD's total share capital)

- Additional 9,456,353 KHD shares (19.03 % of KHD's total share capital) acquired by individual share purchase agreements outside the takeover offer

- The condition precedent of the takeover offer and the share purchase agreements has been fulfilled: Turkish merger control clearance has been obtained

- Additional Acceptance Period starts on 30 December 2013 and ends on 13 January 2014, 24:00 hours local time in Frankfurt am Main, Germany

Beijing, December 27, 2013 - AVIC International Beijing Company Limited ('AVIC') is pleased to announce the following:

The joint takeover offer of AVIC International Engineering Holdings Pte. Ltd. ('AVIC Engineering'), an indirectly wholly-owned subsidiary of AVIC and Europe Project Management Pte. Ltd., Europe Technology Pte. Ltd. and Europe Engineering Holdings Pte. Ltd., to acquire no-par value ordinary bearer shares in KHD Humboldt Wedag International AG ('KHD') was accepted for 20,112,785 shares (40.465 % of total share capital). In addition, the joint bidders have acquired further 19.03 % of KHD shares by individual share purchase agreements dated October 11, 2013 concluded with several shareholders outside the offer. The Turkish Competition Board has approved the transaction on December 26, 2013. Settlement of the offer is scheduled to be executed on January 7, 2014, closing of the share purchase agreements will happen in due course. AVIC will indirectly hold a total of 39,509,853 shares (79.491 %) of the share capital. This is due to the fact that AVIC already indirectly owns a total of approx. 20 % of the shares in KHD through its subsidiary Max Glory. As a result, the bidders - and indirectly AVIC - are now majority shareholders of KHD.

Mr Diao, president of AVIC, is pleased about the successful takeover of KHD and comments: 'The level of acceptance of KHD shareholders in the course of the offer expresses the fairness of the price premium we have offered to them.' The joint bidders offered a cash consideration of EUR 6.45 per KHD share. The offer price included a premium of approx. 35 % on the weighted average domestic stock exchange price for KHD shares in the three-month period prior to the publication of the decision to launch the takeover offer on October 11. Thus, the total price for the acquisition, including the share purchase agreements and the shares tendered during the offer period, amounts to EUR 190,720,940.10. Already in 2010, AVIC and KHD entered into an exclusive cooperation agreement. The takeover will contribute to the intensification of the cooperation, to the transformation of the KHD Group into a stable ownership structure, and to the further development of its strategy and position in the market. Mr Diao underlines the positive effect of the takeover: 'Our commitment is long-term. We will not only maintain KHD's business activity - our clear target is to extend the business operations and to continue the growth strategy.'

Further information on the completed voluntary public takeover offer is available on the internet at www.avicgo1.de.

Contact AVIC

Ms Ada Zhang T: +86 10 849 71051 E: zhangm@caticbj.com.cn

About AVIC

The AVIC Group ranks 212 amongst Fortune Global 500. Its business units cover, amongst others, defense, transport aircraft, engine, helicopter, avionics and systems, general aviation, aviation research, flight test, trade and logistics, assets management, finance services, engineering planning and construction and engineering, procurement and construction, automobile and shipping. Furthermore, the AVIC Group is engaged in air-conditioning equipment, general electronics, recycling, alternative energy, aircraft rental service, transportation and logistics, medical care, construction, real estate development, shopping malls and other sectors of the service industry. It owns more than 2,000 member companies, over 25 listed companies and has approximately 400,000 employees.

For further information please go to www.avic.com.cn.

Important legal information / Disclaimer

This announcement does not constitute an invitation to make an offer to sell KHD Shares. With the exception of the offer document, announcements do not constitute an offer to purchase KHD shares and are not for the purposes of the bidders making any representations or entering into any other binding legal commitments. An offer to purchase shares in KHD Humboldt Wedag International AG is solely made by the offer document as approved by the Federal Supervisory Authority (BaFin) and is exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described in this announcement. To the extent legally permissible, the bidders reserve the right to change the terms and conditions of the Takeover Offer. KHD Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer, since they contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the Takeover Offer itself.

The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer ('WpÜG Offer Regulation'). The Takeover Offer is not executed according to the provisions of jurisdictions (including the jurisdictions of the United States of America, Canada, Australia, and Japan) other than the Federal Republic of Germany. Thus, except for the merger control clearance procedure before the Turkish competition authority and the approvals of The Stock Exchange of Hong Kong Limited as described in the offer document, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. KHD Shareholders cannot refer to provisions for the protection of investors of jurisdictions other than those of the Federal Republic of Germany. Any agreement that is concluded on the basis of the acceptance of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and shall be interpreted in accordance with them.

Ende der Corporate News

27.12.2013 Veröffentlichung einer Corporate News/Finanznachricht, übermittelt durch die DGAP - ein Unternehmen der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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