W.E.T. Automotive Systems AG / Key word(s): Transaction in Own Shares/Contract
19.04.2012 15:30
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
THE INFORMATION WHICH IS CONTAINED IN THIS NOTIFICATION WITH REGARD TO THE
OFFER ANNOUNCED BELOW MAY NOT BE DISTRIBUTED, PUBLISHED OR FORWARDED TO OR
WITHIN THE U.S.A., CANADA, JAPAN OR AUSTRALIA.
The Management Board and the Supervisory Board of W.E.T. Automotive Systems
Aktiengesellschaft have resolved, as of today, to offer to the shareholders
of W.E.T. AG for acquisition on a pro rata-basis the 143,683 shares which
are held by the Company in treasury stock. Insofar, W.E.T. AG will publish
an offer in the German Electronic Federal Gazette (which is continued under
the name 'Federal Gazette' (Bundesanzeiger) since 1 April 2012) as of
tomorrow, 20 April 2012.
The acquisition period will run from 23 April 2012 until 14 May 2012 (each
included). The acquisition price will amount to EUR 44.95 per share. Only
those persons will be entitled for acquisition which are shareholders of
W.E.T. AG already prior to the beginning of the acquisition period (status
as of 20 April 2012, evening).
The acquisition ratio will amount to 22:1, i.e. 22 W.E.T.-shares will allow
for the acquisition of one treasury share. There will be no organized
trading of acquisition rights. However, the acquisition rights are freely
transferable. Acquisition rights which are not exercised during the
acquisition period will lapse without compensation. Treasury shares which
are not already acquired due to an exercise of acquisition rights will
equally be offered exclusively to the shareholders of W.E.T. AG which hold
W.E.T.-shares in their custody accounts as of the evening of 20 April 2012
by way of an additional purchase offer. Orders for additional purchases
must equally be submitted during the acquisition period. The treasury
shares which are acquired according to the offer will prospectively be
credited to the custody accounts of the shareholders on 18 May 2012.
The details of the offer for acquisition of treasury stock can be derived
from the offer which will be published in the German Electronic Federal
Gazette (which is continued under the name 'Federal Gazette'
(Bundesanzeiger) since 1 April 2012) on 20 April 2012.
In addition, the Management Board and the Supervisory Board of W.E.T. AG
have resolved, as of today, to propose to the next ordinary shareholders'
meeting on 14 June 2012 to adopt a resolution on the confirmation of the
resolution of approval of the shareholders' meeting of 16 August 2011 for
the conclusion of the domination and profit and loss transfer agreement
with Amerigon Europe GmbH, Augsburg, dated 16 June 2011. The domination and
profit and loss transfer agreement provides for an offer to the outside
shareholders to acquire their shares against a consideration in cash of EUR
44.95 per non-par value share as well as for an annual compensation payment
in the gross amount of EUR 3.71 (equaling a net amount, based on the
circumstances as of the conclusion of the agreement, of EUR 3.17) per
non-par value share for each full business year. The shareholder Deutsche
Balaton Aktiengesellschaft, Heidelberg, has filed a voidance claim against
the resolution of approval. By judgment dated 5 April 2012, the District
Court of Munich I (Landgericht München I) has declared null and void the
resolution of approval in first judicial instance. The Company intends to
appeal against this judgment.
Odelzhausen, this 19 April 2012
The Management Board
---------------------------------------------------------------------------
Information and Explaination of the Issuer to this News:
This announcement does not constitute a public offer of securities in
Germany. It does not constitute a securities prospectus, and in particular
it does not constitute an offer to sell securities, or a solicitation to
buy securities, in the U.S.A. or in any other jurisdiction in which such
offer or solicitation is subject to legal restrictions. Securities may only
be offered or sold in the U.S.A. after prior registration under the
provisions of the U.S. Securities Act of 1933, as amended from time to time
(the 'Securities Act'), or without prior registration only based on an
exemption rule. The securities of W.E.T. Automotive Systems
Aktiengesellschaft which are referenced in this announcement, including the
acquisition rights, have not been and will not be registered in the future
under the provisions of the Securities Act or the laws of any State and
thus may at no time, neither directly nor indirectly, be offered, sold,
exercised, pledged, transferred or delivered in or within the U.S.A.,
except pursuant to an exemption from (or in a transaction not subject to)
the registration requirements of the Securities Act and further applicable
States securities laws, and to the extent this conforms to further
applicable U.S. legal provisions. W.E.T. Automotive Systems AG does not
intend to register the offer or any portion of the offer in the U.S.A. or
to conduct a public offer in the U.S.A.
19.04.2012 DGAP's 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: W.E.T. Automotive Systems AG
Rudolf-Diesel-Str. 12
85235 Odelzhausen
Germany
Phone: +49 (0)8134 933-933
Fax: +49 (0)8134 933-401
E-mail: shareholder.office@wet-group.com
Internet: www.wet-group.com
ISIN: DE0005081608
WKN: 508160
Listed: Regulierter Markt in Frankfurt (General Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
DGAP-Adhoc: W.E.T. Automotive Systems AG: Offer to Shareholders for Acquisition of Treasury Stock / Confirmation of the Approval of the Domination and Profit and Loss Transfer Agreement by Shareholders' Meeting Planned
| Source: EQS Group AG