05.12.2013
KHD Humboldt Wedag International AG DE0006578008
DGAP-News: KHD Humboldt Wedag International AG: Management Board and Supervisory Board of KHD Humboldt Wedag International AG recommend acceptance of takeover offer from AVIC International Engineering Holdings Pte. Ltd.
DGAP-News: KHD Humboldt Wedag International AG / Key word(s):
Statement/Offer
KHD Humboldt Wedag International AG: Management Board and Supervisory
Board of KHD Humboldt Wedag International AG recommend acceptance of
takeover offer from AVIC International Engineering Holdings Pte. Ltd.
05.12.2013 / 15:42
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Management Board and Supervisory Board of KHD Humboldt Wedag International
AG recommend acceptance of takeover offer from AVIC International
Engineering Holdings Pte. Ltd.
Cologne, Germany, December 5, 2013 - The Management Board and Supervisory
Board of KHD Humboldt Wedag International AG, Cologne, Germany,
(hereinafter: KHD) published today on the company's homepage the joint
statement concerning the takeover bid of AVIC International Engineering
Holdings Pte. Ltd., Europe Project Management Pte. Ltd., Europe Technology
Investment Pte. Ltd. and Europe Engineering Holdings Pte. Ltd. The
Management Board and Supervisory Board recommend the shareholders of the
company to accept the takeover bid at the offer price of EUR 6.45 per
share. The recommendation is supported by expert reports (fairness
opinions) generated by public auditor KMPG, who was engaged by the
Management Board, as well as Network Corporate Finance, a consulting
company commissioned by the Supervisory Board. Independent of one another,
both came to the conclusion that the shareholders are being offered
appropriate compensation for the tender of their shares. The offer price
corresponds to a premium of 34.9 percent on the average closing price of
the KHD share over the three-month period prior to announcement of the
offer on October 10, 2013. Furthermore, possible consequences of the
takeover on the business, income and financial position of KHD were
thoroughly examined by the Management Board and Supervisory Board.
Additionally, the analysis did not reveal any reasons for not issuing a
recommendation of acceptance of the offer to shareholders and employees of
KHD.
AVIC International Engineering Holdings Pte. Ltd. is part of the AVIC
Group, which since 2010 is owner of a 20 percent stake, as an anchor
shareholder and important cooperation partner of KHD in international plant
engineering for the cement industry, in particular with respect to turn-key
construction of large cement plants (EPC market). In its joint statement,
the Management Board and Supervisory Board welcome AVIC's aim to continue
its support of KHD's current growth strategy and to maintain the commercial
identity of the KHD Group. The intended identification of potential for
growth as well as cost savings and improvement, in addition to support from
external acquisitions, can contribute to strengthening the competitive
position of the KHD Group.
Upon successful takeover no significant consequences to the financial
situation of the company are expected. Possible effects on the utilization
of tax-loss carry forwards due to the takeover are currently being
evaluated. According to the bidder, employment contracts will remain
unaffected in case of a takeover. The procedure will also not have any
influence on the composition of the Management Board.
The joint statement including further information by the Management Board
and Supervisory Board is available on the company's website
(http://www.khd.com/corporate-news.html).
KHD Group
KHD is a global leader for providing equipment and services to cement
producers with over 150 years of experience in the cement industry. Process
engineering and project management are among the core competencies of the
technology-focused group. KHD offers a wide spectrum of products and
services for the cement industry and is a leader in environmentally
friendly and energy-efficient products for the grinding and pyro processing
sections of cement plants. The holding company KHD Humboldt Wedag
International AG, based in Cologne, Germany, coordinates its
internationally operating subsidiaries. The group employs more than 750
employees worldwide, including customer service centers in growing markets
like India, Russia and the Asia Pacific region. KHD Humboldt Wedag
International AG (ISIN: DE0006578008, WKN: 657800) is listed on the
Frankfurt stock exchange (General Standard). More information: www.khd.com.
Contact
KHD Humboldt Wedag International AG
Michael Nielsen
Investor Relations
Tel.: +49 (0)221 - 6504-1500
E-Mail: [email protected]
Website: www.khd.com
End of Corporate News
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05.12.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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The issuer is solely responsible for the content of this announcement.
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Language: English
Company: KHD Humboldt Wedag International AG
Colonia-Allee 3
51067 Köln
Germany
Phone: +49 (0)221 6504 1500
Fax: +49 (0)221 6504 1409
E-mail: [email protected]
Internet: www.khd.com
ISIN: DE0006578008
WKN: 657800
Listed: Regulierter Markt in Frankfurt (General Standard);
Freiverkehr in Berlin
End of News DGAP News-Service
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