EANS-Adhoc: C-QUADRAT Investment AG / Cubic (London) Limited announces anticipated mandatory offer for all outstanding shares in C-QUADRAT Investment AG (...

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Mergers - Acquisitions - Takeovers 15.01.2016

Vienna/Frankfurt, 15.01.2016: Today, C-QUADRAT Investment AG (ISIN: AT0000613005) announces that it has been informed of the following facts:

Cubic (London) Limited ("Bidder" or "Cubic") which is owned in equal parts by San Gabriel Privatstiftung, currently holding approximately 15,68% in C-QUADRAT Investment AG, and T.R. Privatstiftung, currently holding approximately 19,58% in C-QUADRAT Investment AG, has entered into a conditional share purchase agreement with Talanx Asset Management GmbH regarding a total of 1.095.162 non-par value bearer shares of C-QUADRAT Investment AG ("C-QUADRAT" or "Target Company"), corresponding to 25,1% of the Target Company's issued share capital. The purchase price per share amounts to EUR 42. The share purchase agreement is subject to the regulatory approvals by competent authorities in Germany, UK and Austria.

With effectiveness of the share purchase agreement the Bidder together with both private trusts will hold more than 50% in the Target Company thus being obliged to launch a mandatory takeover offer to all other shareholders pursuant to sections 22 et seq. Austrian Takeover Act. Cubic intends to fulfill this obligation by way of launching an anticipated mandatory offer to acquire all C-QUADRAT shares that are not held by the bidder, parties acting in concert, C-QUADRAT or shareholders with whom the Bidder entered into no tender commitments. Thus, this anticipated mandatory offer will refer to approximately 411.000 C-QUADRAT shares, corresponding to approximately 9,44% of the Target Company's issued share capital. The offer price will correspond to statutory requirements and is expected to be EUR 42.86 per C-QUADRAT share. The anticipated mandatory offer will be subject to the regulatory approvals by competent authorities in Germany, UK and Austria.

The Bidder plans to release the offer document in accordance with statutory requirements, however, given the complexity of regulatory approval procedures in several jurisdictions intends to file an application to the Austrian Takeover Commission to extend the time period for notification of the offer document. The offer document will include the precise terms and periods regarding the acceptance of the anticipated mandatory offer and will be available online on the websites of the Target Company (www.c-quadrat.com) and the Austrian takeover commission (www.takeover.at).

The Bidder expressly points out that its announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, C-QUADRAT shares. The final terms and further provisions regarding the anticipated mandatory takeover offer will be disclosed in the offer document once it will have been approved by the Austrian Takeover Commission (Übernahmekommission). Investors and holders of C-QUADRAT securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important in-formation.

The Bidder expressly points out that the offer will be made exclusively under the laws of Austria, especially under the Austrian Takeover Act. The offer will not be executed according to the provisions of jurisdictions other than those of Austria. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Austria have been filed, arranged for or granted. Holders of C-QUADRAT shares cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Austria.

Finally, the Bidder expressly points out that to the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, the Bidder may purchase, or conclude agreements to purchase, C-QUADRAT shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be immediately disclosed as required by law or regulation in Austria.

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(END) Dow Jones Newswires

   January 15, 2016 14:27 ET (19:27 GMT)- - 02 27 PM EST 01-15-16