DGAP-News: AVIC International Beijing Company Limited Announces Publication of Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG

DGAP-News: AVIC International Engineering Holdings PTE LTD /
Schlagwort(e):Ãœbernahmeangebot
AVIC International Beijing Company Limited Announces Publication of
Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag
International AG

21.11.2013 / 15:23

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AVIC International Beijing Company Limited Announces Publication of
Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag
International AG

* Offer price of EUR 6.45 per share in KHD Humboldt Wedag International AG
(–KHD–)

* Acceptance period runs from November 21 to December 19, 24.00 hrs (CET)

* Offer document approved by BaFin on November 20

Beijing, November 21, 2013 – AVIC International Beijing Company Limited
(–AVIC–) is pleased to announce the following:

AVIC International Engineering Holdings Pte. Ltd. (–AVIC Engineering–), an
indirectly wholly-owned subsidiary of AVIC, jointly with Europe Project
Management Pte. Ltd., Europe Technology Pte. Ltd. and Europe Engineering
Holdings Pte. Ltd., has published today the offer document for the
voluntary public takeover offer to the shareholders of KHD to acquire all
shares in KHD (ISIN DE0006578008/WKN 657800). The joint bidders offer a
cash consideration of EUR 6.45 per KHD share. The offer price includes a
premium of approx. 35% on the weighted average domestic stock exchange
price for KHD shares in the three-month period prior to the publication of
the decision to launch the takeover offer on October 11.

Shareholders of KHD Humboldt Wedag International AG can accept the offer as
of now and tender their shares until December 19, 2013, 24.00 hrs (Central
European Time). Further information on the offer and its acceptance is
available in the offer document which has been approved by the Federal
Financial Supervisory Authority (BaFin) pursuant to Securities Acquisition
and Takeover Act (–WpÃœG–). It is made available for download on the
internet at www.avicgo1.de.

AVIC already indirectly owns a total of approx. 20% of the shares in KHD
through its subsidiary Max Glory. Additionally, on October 11 AVIC
Engineering entered into share purchase agreements with IAT Reinsurance
Company Ltd., Occidental Fire&Casualty Company of North Carolina, Harco
National Insurance Company, Transguard Insurance Company of America, Inc.,
Acceptance Casualty Insurance Company, Acceptance Indemnity Insurance
Company, Bermuda Partners, L.P., Wilshire Insurance Company Ltd., JC
Kellogg Foundation, MFC Industrial Ltd., True Heritage Limited and Peter
and Cynthia Kellogg Foundation as sellers for the purchase of in the
aggregate 19.03% of the shares in KHD. The share purchase agreements are
all still subject to the same condition precedent as the offer, so that the
respective KHD shares have not yet been transferred.

The takeover offer is subject to the condition precedent of Turkish merger
control clearance. The takeover offer is not conditional upon a minimum
acceptance level.

AVIC views its commitment as long term. The primary aim of AVIC is to
maintain and extend the business activity of KHD and its subsidiaries. In
order to strengthen existing business areas of KHD, it is intended to
contemplate further acquisitions, domestic and abroad. The successful
implementation of the offer is not intended to have any effect on the
employees of KHD and its subsidiaries. The employment relationships and
employment conditions of the employees of KHD Group as well as the
operational structure are intended to remain unaffected by the completion
of the offer. Mr Diao, president of AVIC, outlines the possible benefits:
–The integration of KHD in our worldwide operating AVIC Group would be a
win-win-situation. We would benefit from the innovative power of a global
leader in cement plant technology, equipment, and services. And KHD and its
worldwide employees, customers, suppliers and financing partners would
benefit from a stable shareholder base and numerous synergies. To summarize
briefly: It is the next step on the way to realize the vision of having a
world-wide corporate culture of operational excellence and commitment.– If
not all of the current KHD shareholders will decide to sell their shares,
AVIC will support KHD as its lead shareholder.

About AVIC

The AVIC Group ranks 212 amongst Fortune Global 500. Its business units
cover, amongst others, defense, transport aircraft, engine, helicopter,
avionics and systems, general aviation, aviation research, flight test,
trade and logistics, assets management, finance services, engineering
planning and construction and engineering, procurement and construction,
automobile and shipping. Furthermore, the AVIC Group is engaged in
air-conditioning equipment, general electronics, recycling, alternative
energy, aircraft rental service, transportation and logistics, medical
care, construction, real estate development, shopping malls and other
sectors of the service industry. It owns more than 2,000 member companies,
over 25 listed companies and has approximately 400,000 employees.

For further information please go to www.avic.com.cn.

Contact AVIC:
Ms Ada Zhang
T: +86 10 849 71051
E: zhangm@caticbj.com.cn

Important legal information / Disclaimer

This announcement does not constitute an invitation to make an offer to
sell KHD Shares. With the exception of the offer document, announcements do
not constitute an offer to purchase KHD shares and are not for the purposes
of the bidders making any representations or entering into any other
binding legal commitments. An offer to purchase shares in KHD Humboldt
Wedag International AG is solely made by the offer document as approved by
the Federal Supervisory Authority (BaFin) and is exclusively subject to its
terms and conditions. The terms and conditions of the Takeover Offer may
differ from the general information described in this announcement. To the
extent legally permissible, the bidders reserve the right to change the
terms and conditions of the Takeover Offer. KHD Shareholders are strongly
recommended to read the offer document and all documents in connection with
the Takeover Offer, since they contain important information, and to seek
independent advice where appropriate in order to reach a reasoned decision
in respect of the content of the offer document and the Takeover Offer
itself.

The Takeover Offer is issued exclusively under the laws of the Federal
Republic of Germany, especially under the WpÃœG and the Regulation on the
Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer (–WpÃœG Offer Regulation–). The Takeover Offer is not executed
according to the provisions of jurisdictions (including the jurisdictions
of the United States of America, Canada, Australia, and Japan) other than
the Federal Republic of Germany. Thus, except for the merger control
clearance procedure before the Turkish competition authority and the
approvals of The Stock Exchange of Hong Kong Limited as described in the
offer document, no other announcements, registrations, admissions or
approvals of the Takeover Offer outside the Federal Republic of Germany
have been filed, arranged for or granted. KHD Shareholders cannot refer to
provisions for the protection of investors of jurisdictions other than
those of the Federal Republic of Germany. Any agreement that is concluded
on the basis of the acceptance of the Takeover Offer will be exclusively
governed by the laws of the Federal Republic of Germany and shall be
interpreted in accordance with them.

Ende der Corporate News

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21.11.2013 Veröffentlichung einer Corporate News/Finanznachricht,übermittelt durch die DGAP – ein Unternehmen der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.

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