PROCON MultiMedia AG / Offer
19.10.2009
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.
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The majority stockholder of PROCON MultiMedia AG ('Company'), Mr. Günther
Fielmann, as well as the members of the board (Vorstand), Mr. Morten
Carlsson and Mr. Christian Möller, today concluded an agreement with the
US-American mother company of MHG Media Holdings GmbH, Düsseldorf, ('MHG')
on an irrevocable undertaking to accept a voluntary public tender offer of
MHG regarding their shares in the Company. The obligation to accept the
voluntary public tender offer is subject to the condition that MHG offers
to all stockholders a purchase price of at least EUR 1.30 per stock in
cash. The mother company of MHG is a leading supplier in the same area of
business, yet mainly active on other regional markets. For further
information regarding the mother company of MHG see www.proconag.de.
The intended voluntary public tender offer will be subject to several
conditions, among others the provision of governmental approvals until 29
December 2009 and the achievement of the minimum take over threshold of 80
percent. Including the shares held by other members of the Fielmann family,
which are included in the abovementioned agreement, Mr. Fielmann, Mr.
Carlsson and Mr. Möller together hold about 77.96 percent of the shares in
PROCON MultiMedia AG.
Part of the abovementioned agreement is also a put option in favour of Mr.
Fielmann, Mr. Carlsson and Mr. Möller, particularly in case MHG should not
provide a tender offer after the acceptance of the documentation regarding
this tender offer by the Bundesanstalt für Finanzdienstleistungsaufsicht
(BaFin), or should MHG offer a lower purchase price than EUR 1.30 per share
in cash. This put option is also subject to several conditions, among
others the provision of governmental approvals until 29 December 2009.
The members of the board, Mr. Carlsson and Mr. Möller, intend to continue
their engagement with the Company on a long term basis, including after the
sale of their shares in the course of the intended tender offer.
PROCON MultiMedia AG
Board of Directors
(Vorstand)
19.10.2009 |[![CDATA[|[a href="http://www.dgap.de"|]Financial News transmitted by DGAP|[/a|]]]|]
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Language: English
Company: PROCON MultiMedia AG
Bredowstr. 34
22113 Hamburg
Deutschland
Phone: 040/670 886-0
Fax: 040/670 61 59
E-mail: info@procon-online.de
Internet: www.procon-online.de
ISIN: DE0005122006
WKN: 512200
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Stuttgart
End of News DGAP News-Service
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DGAP-Adhoc: PROCON MultiMedia AG: MHG Media Holdings GmbH intends to provide a voluntary tender offer
| Source: EQS Group AG