DGAP-News: IKB Deutsche Industriebank AG

DGAP-News: LSF6 Europe Financial Holdings, L.P. launches a voluntary public acquisition offer to the shareholders of IKB Deutsche Industriebank AG

LSF6 Europe Financial Holdings, L.P. / Key word(s): Offer

08.08.2016 07:45

Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR IN OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY, CANADA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS RELEASE AND THE OFFER DOCUMENT (AS DEFINED BELOW)

LSF6 Europe Financial Holdings, L.P. launches a voluntary public acquisition offer to the shareholders of IKB Deutsche Industriebank AG

Frankfurt, 8 August 2016. LSF6 Europe Financial Holdings, L.P., Delaware, USA (the "Bidder"), announces today its offer ("Offer")

- to the shareholders of IKB Deutsche Industriebank Aktiengesellschaft ("IKB"), to purchase any and all shares in IKB AG (ISIN DE0008063306/ WKN 806 330) not yet held by the Bidder

- at an offer price of EUR 0.55 in cash per share ("Offer Price"), i.e. at a premium of

- 206% above the closing price of the IKB shares on the Düsseldorf Stock Exchange on 5 August 2016 of EUR 0.18

- 150% above the volume-weighted average stock exchange price of the IKB shares during the three months before 8 August 2016 of EUR 0.22 (based on Bloomberg data) and

- 22.2% above the equity value of the IKB shares calculated in consideration of IDW S1, as described below

The Offer gives the IKB shareholders the possibility to exit their investment prior to the delisting of IKB AG's shares becoming fully effective on 30 September 2016.

The Offer begins today, 8 August 2016, and will expire at 24 hours (CEST) on 5 September 2016 ("Acceptance Period"), unless extended by the Bidder.

The Offer is made against the following background:

IKB has filed for a delisting of the IKB shares from trading on all stock exchanges on which the IKB shares were included at the instigation of IKB. The trading of the IKB Shares in the Entry Standard of the Frankfurt Stock Exchange was therefore discontinued (eingestellt) as of 11 April 2016 and the trading of the IKB Shares in the Primary Market (Primärmarkt) of the Düsseldorf Stock Exchange discontinued as of 31 March 2016. The IKB Shares currently trade at the instigation of IKB only in the general open market (allgemeiner Freiverkehr) of the Düsseldorf Stock Exchange which trading will be discontinued as of 30 September 2016. It is uncertain on which platforms and at which prices IKB Shares can be sold after 30 September 2016.

The Bidder has obtained a calculation of the equity value of IKB at an amount equal to EUR 0.45 per IKB-Share as of 30 June 2016 from one of the four largest international auditing firms prepared in consideration of the IDW Standard Principles for the Performance of Business Valuations (IDW S 1 Version 2008).

As of the date of this press release, the Bidder holds approximately 91.5% of the outstanding shares and share capital in IKB. With the Offer, the Bidder wants to give the IKB shareholders the possibility to exit their investment in IKB before the delisting becomes fully effective at a significant premium to recent stock exchange prices and the afore mentioned equity value.

The Offer is made upon the terms and subject to the conditions of the offer document dated 8 August 2016, which can be obtained free of charge from the central settlement agent under Frankfurt.gct.operations@bnpparibas.com and by fax under +49 (0) 69 1520 5277. Settlement of the Offer is expected to occur at the latest on 14 September 2016.

To accept the Offer, IKB shareholders must submit to their custodian banks through which they hold their IKB shares a declaration of acceptance until expiry of the Acceptance Period. IKB shareholders who need assistance with respect to the procedure for participating in the Offer should contact the central settlement agent at the contact details above or their custodian bank. The relevant deadline set by the custodian bank through which IKB shareholders hold any shares in IKB AG or by Clearstream Banking AG, Frankfurt am Main and/or Clearstream Banking S.A., Luxembourg and/or Euroclear Bank SA/NV may be earlier than the expiration of the Acceptance Period.

Information on the Offer will also be available on the following website: http://www.ikb-tender.de and http://www.ikb-tender.com. IKB shareholders can submit questions regarding the Offer to the Bidder by email to info@ikb-tender.de, together with evidence of their shareholding. The Bidder points out that it does not assume any obligation to answer questions.

The IKB shares are not traded on the regulated market (Regulierter Markt) but on the open market (Freiverkehr). The Offer and its implementation are therefore not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). The Bidder expressly points out that the Offer is not subject to the supervision of the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and is neither reviewed nor approved by BaFin. Neither under German nor under the laws of any other jurisdiction, notifications, registrations or approval of the Offer have been requested or granted from any securities regulation authorities or other public authorities.

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LSF6 Europe Financial Holdings, L.P. is a limited partnership incorporated under the laws of Delaware, USA having its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 under registration number 4586994. The Bidder's business address is at 2711 North Haskell Avenue, Suite 1700, Dallas, TX 75204, USA.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this press release nor the Offer Document nor the electronic transmission thereof constitute an offer to purchase any IKB Shares (and tenders of IKB Shares for purchase pursuant to the Offer will not be accepted from IKB Shareholders) in any jurisdiction or circumstance in which, or to any person to or from whom, it is unlawful to make such offer or to accept such offer under applicable securities laws. The distribution of this press release or the Offer Document in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Offer Document comes are required by the Bidder and the Settlement Agent to inform themselves about, and to observe, any such restrictions.

The acceptance of the Offer outside Germany may be subject to the laws of jurisdictions other than Germany. Persons who obtain possession of this press release or the Offer Document outside Germany who wish to accept the Offer and fall within the scope of securities law provisions of jurisdictions other than those of Germany are requested to obtain information on and comply with these securities laws. Persons who obtain possession of this press release or the Offer Document outside Germany, who are in doubt about the Offer, the Offer Document or the action they should take, should consult their respective Custodian Bank, stockbroker, bank manager, solicitor or other professional adviser immediately.

The publication, delivery, distribution or dissemination of this press release or the Offer Document, a summary or other description of the terms contained in this press release or the Offer Document or other informational documents on the Offer may be subject to the provisions of (in particular restrictions pursuant to) the laws and regulations of jurisdictions other than those of Germany. A publication pursuant to the laws and regulations of jurisdictions other than those of Germany is not intended. The Bidder does not authorize that this press release or the Offer Document, a summary or any other description of the terms contained in the Offer Document or other informational documents on the Offer are directly or indirectly published, distributed or circulated by third parties outside Germany, if and insofar as this is not in compliance with applicable foreign regulations, or depends on the compliance with official procedures or issuance of authorizations or any other legal requirements, and such conditions are not fulfilled.

This press release, the Offer and the Offer Document do not constitute the issuance, the publication or the public advertising of an offer pursuant to the laws and regulations of jurisdictions other than those of Germany.

The Bidder assumes no responsibility whatsoever for ensuring that the publication, mailing, distribution or dissemination of this press release, the Offer Document and/or the Offer outside Germany complies with the provisions of legal systems other than those of Germany or that the acceptance of the Offer outside Germany is in compliance with the relevant applicable legal provisions. Any responsibility on the part of Bidder for third parties' non-compliance with foreign regulations is expressly excluded.

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this press release or the Offer Document and any other documents or materials relating to the Offer is not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the IKB Shares cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of IKB Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of IKB Shares made by a U.S. Person, a person located in the United States, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each IKB Shareholder participating in the Offer will represent that it is not a U.S. Person and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this press release, the Offer Document and any other documents or materials relating to the Offer have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. The communication of this press release or the Offer Document is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (such persons together being the "Relevant Persons"). The Offer Document is only available to Relevant Persons and the transactions contemplated therein will be available only to, or engaged in only with, Relevant Persons, and must not be relied or acted upon by persons other than Relevant Persons.

Canada

The Offer is not being made and will not be deemed to have been made, directly or indirectly, in or into, or to, and may not be accepted by or on behalf of any individual or person located or resident in any province or territory of Canada. Accordingly, copies of this press release, the Offer Document and any other documents or materials relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into any province or territory of Canada or to any individual or person located or resident therein, and the IKB Shares cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by individuals or persons located or resident in any province or territory of Canada. Any purported tender of IKB Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of IKB Shares made by any individual or person located or resident in any province or territory of Canada, by any person acting for the account or benefit of any such individual or person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within any province or territory of Canada will be invalid and will not be accepted.

Each IKB Shareholder participating in the Offer will declare and represent that either (a) (i) they are the beneficial owner of the IKB Shares being tendered for purchase pursuant to the Offer and (ii) they are located and resident outside Canada and are participating in the Offer from outside Canada, or (b) (i) they are acting on behalf of the beneficial owner of the IKB Shares being tendered for purchase pursuant to the Offer on a non- discretionary basis and have been duly authorised to so act and (ii) such beneficial owner has confirmed to them that he, she or it is located and resident outside Canada and is participating in the Offer from outside Canada.

Republic of Italy

None of the Offer, this press release, the Offer Document or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Offer may not be advertised and neither this press release, the Offer Document nor any other documents or materials relating to the Offer has been or shall be distributed or made available, directly or indirectly, in the Republic of Italy ("Italy") or to any person who are either located or resident in Italy.

Kingdom of Belgium

Neither this press release, the Offer Document nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the law dated 16 June 2006 dealing with public offering and listing of securities (loi du 16 juin 2006 relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés) and Article 6, paragraph 3 of the law dated 1 April 2007 on Takeover Bids (loi du 1er avril 2007 relative aux offers publiques d'acquisition), as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this press release, the Offer Document nor any other documents or materials relating to the Offer has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

Republic of France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this press release, the Offer Document nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than an individual, in each case, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. This press release, the Offer Document and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Portuguese Republic

None of the Offer, this press release, the Offer Document or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Portuguese Securities Commission (Comissão do mercado de valores mobiliários "CMVM") nor by any other supervisory authority in the Portuguese Republic ("Portugal") and the Offer was not and is not subject to any registration in Portugal.

08.08.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

--------------------------------------------------------------------------- Language: English Company: LSF6 Europe Financial Holdings, L.P. 2711 North Haskell Avenue, Suite 1700 75204 Dallas United States Phone: Fax: E-mail: Internet: ISIN: DE0008063306 WKN: 806330 Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------