21.02.2020
Hyundai Capital Bank Europe GmbH DE000A0DPRE6
DGAP-WpÜG: Takeover Offer;
Target company: Sixt Leasing SE; Bidder: Hyundai Capital Bank Europe GmbH 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. --------------------------------------------------------------------------- Announcement of the decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) Bidder: Hyundai Capital Bank Europe GmbH Friedrich-Ebert-Anlage 35-37 60327 Frankfurt am Main Germany registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under register number HRB 102819 Target: Sixt Leasing SE Zuspitzstraße 1 82049 Pullach Germany registered with the commercial register of the local court (Amtsgericht) of Munich under register number HRB 227195 ISIN: DE000A0DPRE6 / WKN: A0DPRE On 21 February 2020, Hyundai Capital Bank Europe GmbH (the 'Bidder') has decided to make a voluntary public tender offer to the shareholders of Sixt Leasing SE to acquire their bearer shares with no-par-value (auf den Inhaber lautende nennwertlose Stückaktien) in Sixt Leasing SE (DE000A0DPRE6; the 'Sixt Leasing Shares'), against payment of a cash consideration in the amount of EUR 18.00 per Sixt Leasing Share (the 'Takeover Offer'). If the Takeover Offer is still settled prior to this year's annual general meeting (ordentliche Hauptversammlung) of Sixt Leasing SE, the cash consideration will be increased, depending on the group profit (Konzernüberschuss) for the financial year 2019 as stated in the audited consolidated annual accounts of Sixt Leasing SE, by up to EUR 0.90 per tendered Sixt Leasing Share. The Bidder is a joint venture company of Santander Consumer Bank Aktiengesellschaft and Hyundai Capital Services Inc. The Takeover Offer will be made subject to the completion conditions set out in the offer document, amongst others, certain merger control and other regulatory clearances, a minimum acceptance threshold of 55 % of Sixt Leasing Shares and other customary closing conditions. The offer document (in German and a non-binding English translation), which contains the detailed terms and conditions of the Takeover Offer and other related information, will be published on the internet at www.hcbe-offer.de. The offer document for the Takeover Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, 'BaFin'). The Bidder has today entered into a purchase agreement with Sixt SE, Pullach, Germany, for the acquisition of in total 8,644,638 Sixt Leasing Shares held by Sixt SE (representing approx. 41.9 % of the share capital and the voting rights of Sixt Leasing SE) against payment of a purchase price of EUR 18.00 per Sixt Leasing Share. If the purchase agreement is still closed prior to this year's annual general meeting (ordentliche Hauptversammlung) of Sixt Leasing SE, the purchase price will be increased, depending on the group profit (Konzernüberschuss) for the financial year 2019 as stated in the audited consolidated annual accounts of Sixt Leasing SE, by up to EUR 0.90 per sold Sixt Leasing Share. The closing of the purchase agreement is subject to, amongst others, the reaching of the 55% minimum acceptance threshold in the Takeover Offer whereas the aforementioned shares to be acquired under the share purchase agreement will count against the aforementioned minimum acceptance threshold, as well as certain merger control and other regulatory clearances. Important notice: This announcement is neither an offer to purchase nor a solicitation of an offer to sell Sixt Leasing Shares. The final terms of the Takeover Offer as well as other terms pertaining to the Takeover Offer will be announced in the offer document after the permission of the publication of the offer document by BaFin. Investors and holders of Sixt Leasing Shares are strongly advised to read the offer document as well as all other documents related to the Takeover Offer when they are made available because they will contain important information and to seek independent advice, where appropriate, in relation to the matters therein. The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements. To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on their behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Sixt Leasing Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Sixt Leasing Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions. Frankfurt am Main, 21 February 2020 Hyundai Capital Bank Europe GmbH The Managing Directors End of WpÜG announcement The 21.02.2020 DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart, Tradegate Exchange
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