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28.07.2016 13:56:36
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DGAP-News: CHORUS Clean Energy AG
DGAP-News: Capital Stage AG publishes exchange offer for shares in CHORUS Clean Energy AG - acceptance period begins
- Merger strengthens market position of future company
- CHORUS shareholders benefit from attractive premium
- Major shareholder and board members of CHORUS accept the offer
Neubiberg/Munich, July 28, 2016 - Today, Capital Stage AG ("Capital Stage") published the offer document for its public exchange offer to acquire all outstanding shares of CHORUS Clean Energy AG ("CHORUS"). CHORUS shareholders can exchange three (3) CHORUS shares for five (5) Capital Stage shares. This requires a written notice to the respective custodian bank. The acceptance period will end at midnight (CET) on September 16, 2016 as long as it is not extended in accordance with the statutory provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz/WpÜG). An announcement will be published immediately in the event of such an extension.
Through the combination, the combined company will have a leading position as an independent operator of solar and wind parks. The joint capacity of more than one gigawatt matches the output of a typical nuclear power plant and suffices to provide more than half a million households with power. Together, the companies have already today a strong position in the core markets Germany, Italy and France, which are complemented by further plants in the UK, Austria, Sweden and Finland. The joint company will have a balanced, broadly diversified portfolio of solar parks, which account for approximately 60 percent of current total capacity, and wind parks, which contribute the remaining 40 percent of current total capacity. With a share of almost 50 percent of total capacity, Germany remains the largest and most important market.
"We are positive about the offer from Capital Stage AG and very confident about the future prospects of a joint company. That is why my colleagues on the Management Board, Heinz Jarothe, Helmut Horst and myself as well as the Chairman of the Supervisory Board, company founder and largest CHORUS shareholder Peter Heidecker have contractually agreed to exchange our CHORUS shares, which account for around 15 percent of all CHORUS shares, for shares in Capital Stage AG," says Holger Götze, CEO of CHORUS Clean Energy AG.
Together, CHORUS and Capital Stage AG want to take an active role in the consolidation of the industry and create the basis for further growth. The business combination improves the positioning for new acquisitions and the entry into new geographical regions in- and outside Europe.
Attractive premium for approving shareholders The implied offer price amounts to 11.50 Euros* per CHORUS share, which corresponds to an attractive premium of 36 percent**. "The shareholders of CHORUS will notably benefit from an attractive premium and additionally participate in the increased value creation potential. With the strengthened market position, the combined company will become a leading operator of solar and wind parks in Europe with promising growth opportunities," says Helmut Horst, CFO of CHORUS.
The share will gain attractiveness with the combination of the two companies - not only due to the increased free float and trading volume. In the medium term, the combined company aims to move up to the MDAX, increasing the share's visibility among domestic and foreign investors. The shareholder-friendly dividend policy will be continued.
Minimum acceptance ratio of CHORUS investors required The takeover offer is subject to a minimum acceptance ratio of 50 percent plus one (1) share of the outstanding shares of CHORUS and the registration of the implementation of the capital increase in the commercial register. Capital Stage shareholders have already agreed to the capital increase required for the exchange within the extraordinary general meeting on July 8, 2016.
Further Information Detailed information about the offer can be found in the offer document published by Capital Stage today which is available for download at www.capitalstage.com within the investor relation section under "Öffentliches Übernahmeangebot CHORUS Clean Energy" or can be ordered free of charge from DZ BANK (Platz der Republik, 60265 Frankfurt am Main (by fax +49 69 7447 7816 or by e-mail chorus-angebot@dzbank.de).
About CHORUS CHORUS Group was founded in 1998 and operates 90 solar and wind parks with a capacity of more than 485 megawatts in seven European countries. With a broadly diversified portfolio, the company generates stable, dependable and sustainable returns. For professional investors, CHORUS offers investment opportunities in power plants that generate renewable energy. CHORUS Clean Energy AG covers the entire investment cycle - from asset sourcing via financial and legal due diligence to monitoring and divestment.
_______________________ *Based on the three-month volume weighted average price (VWAP) of EUR6.90 per Capital Stage share as of May 27, 2016, before the announcement of the takeover offer. **Based on the three-month VWAP of EUR8.48 per CHORUS share as of May 27, 2016, before the announcement of the takeover offer.
Contact: Stephan Castenholz (Investor Relations) CHORUS Clean Energy AG Tel.: +49 (0) 89 / 442 30 60 - 0 Fax: +49 (0) 89 / 442 30 60 - 11 E-mail: IR@chorus.de
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28.07.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
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Language: English Company: CHORUS Clean Energy AG Prof.-Messerschmitt-Straße 3 85579 Neubiberg / Munich Germany Phone: +49 (0)89 442 30 60 - 0 Fax: +49 (0)89 442 30 60 - 11 E-mail: info@chorus.de Internet: www.chorus-gruppe.de ISIN: DE000A12UL56 WKN: A12UL5 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service ---------------------------------------------------------------------------
487175 28.07.2016
DGAP-News: CHORUS Clean Energy AG / Key word(s): Merger
Capital Stage AG publishes exchange offer for shares in CHORUS Clean Energy
AG - acceptance period begins
28.07.2016 / 13:56
The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE
Capital Stage AG publishes exchange offer for shares in CHORUS Clean Energy
AG - acceptance period begins
- Merger strengthens market position of future company
- CHORUS shareholders benefit from attractive premium
- Major shareholder and board members of CHORUS accept the offer
Neubiberg/Munich, July 28, 2016 - Today, Capital Stage AG ("Capital Stage") published the offer document for its public exchange offer to acquire all outstanding shares of CHORUS Clean Energy AG ("CHORUS"). CHORUS shareholders can exchange three (3) CHORUS shares for five (5) Capital Stage shares. This requires a written notice to the respective custodian bank. The acceptance period will end at midnight (CET) on September 16, 2016 as long as it is not extended in accordance with the statutory provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz/WpÜG). An announcement will be published immediately in the event of such an extension.
Through the combination, the combined company will have a leading position as an independent operator of solar and wind parks. The joint capacity of more than one gigawatt matches the output of a typical nuclear power plant and suffices to provide more than half a million households with power. Together, the companies have already today a strong position in the core markets Germany, Italy and France, which are complemented by further plants in the UK, Austria, Sweden and Finland. The joint company will have a balanced, broadly diversified portfolio of solar parks, which account for approximately 60 percent of current total capacity, and wind parks, which contribute the remaining 40 percent of current total capacity. With a share of almost 50 percent of total capacity, Germany remains the largest and most important market.
"We are positive about the offer from Capital Stage AG and very confident about the future prospects of a joint company. That is why my colleagues on the Management Board, Heinz Jarothe, Helmut Horst and myself as well as the Chairman of the Supervisory Board, company founder and largest CHORUS shareholder Peter Heidecker have contractually agreed to exchange our CHORUS shares, which account for around 15 percent of all CHORUS shares, for shares in Capital Stage AG," says Holger Götze, CEO of CHORUS Clean Energy AG.
Together, CHORUS and Capital Stage AG want to take an active role in the consolidation of the industry and create the basis for further growth. The business combination improves the positioning for new acquisitions and the entry into new geographical regions in- and outside Europe.
Attractive premium for approving shareholders The implied offer price amounts to 11.50 Euros* per CHORUS share, which corresponds to an attractive premium of 36 percent**. "The shareholders of CHORUS will notably benefit from an attractive premium and additionally participate in the increased value creation potential. With the strengthened market position, the combined company will become a leading operator of solar and wind parks in Europe with promising growth opportunities," says Helmut Horst, CFO of CHORUS.
The share will gain attractiveness with the combination of the two companies - not only due to the increased free float and trading volume. In the medium term, the combined company aims to move up to the MDAX, increasing the share's visibility among domestic and foreign investors. The shareholder-friendly dividend policy will be continued.
Minimum acceptance ratio of CHORUS investors required The takeover offer is subject to a minimum acceptance ratio of 50 percent plus one (1) share of the outstanding shares of CHORUS and the registration of the implementation of the capital increase in the commercial register. Capital Stage shareholders have already agreed to the capital increase required for the exchange within the extraordinary general meeting on July 8, 2016.
Further Information Detailed information about the offer can be found in the offer document published by Capital Stage today which is available for download at www.capitalstage.com within the investor relation section under "Öffentliches Übernahmeangebot CHORUS Clean Energy" or can be ordered free of charge from DZ BANK (Platz der Republik, 60265 Frankfurt am Main (by fax +49 69 7447 7816 or by e-mail chorus-angebot@dzbank.de).
About CHORUS CHORUS Group was founded in 1998 and operates 90 solar and wind parks with a capacity of more than 485 megawatts in seven European countries. With a broadly diversified portfolio, the company generates stable, dependable and sustainable returns. For professional investors, CHORUS offers investment opportunities in power plants that generate renewable energy. CHORUS Clean Energy AG covers the entire investment cycle - from asset sourcing via financial and legal due diligence to monitoring and divestment.
_______________________ *Based on the three-month volume weighted average price (VWAP) of EUR6.90 per Capital Stage share as of May 27, 2016, before the announcement of the takeover offer. **Based on the three-month VWAP of EUR8.48 per CHORUS share as of May 27, 2016, before the announcement of the takeover offer.
Contact: Stephan Castenholz (Investor Relations) CHORUS Clean Energy AG Tel.: +49 (0) 89 / 442 30 60 - 0 Fax: +49 (0) 89 / 442 30 60 - 11 E-mail: IR@chorus.de
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28.07.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
---------------------------------------------------------------------------
Language: English Company: CHORUS Clean Energy AG Prof.-Messerschmitt-Straße 3 85579 Neubiberg / Munich Germany Phone: +49 (0)89 442 30 60 - 0 Fax: +49 (0)89 442 30 60 - 11 E-mail: info@chorus.de Internet: www.chorus-gruppe.de ISIN: DE000A12UL56 WKN: A12UL5 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service ---------------------------------------------------------------------------
487175 28.07.2016
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