DGAP-News: ADC supports the voluntary public exchange offer by Atlas Mara ++ Management and Supervisory Board consider it financially fair and recommend acce...

ADC supports the voluntary public exchange offer by Atlas Mara ++ Management and Supervisory Board consider it financially fair and recommend acceptance

DGAP-News: ADC African Development Corporation AG / Schlagwort(e):

Stellungnahme/Übernahmeangebot

ADC supports the voluntary public exchange offer by Atlas Mara ++

Management and Supervisory Board consider it financially fair and

recommend acceptance

09.07.2014 / 12:06

---------------------------------------------------------------------

Today the Management Board and the Supervisory Board of ADC African

Development Corporation AG ("ADC") published a joint statement on the

voluntary public exchange offer ("the Offer") by Atlas Mara Beteiligungs

AG, an indirect and fully owned subsidiary of Atlas Mara Co-Nvest Limited

("Atlas Mara"). In the reasoned opinion statement, ADC Management and

Supervisory Board have deemed the consideration of 1.25 Atlas Mara shares

for each ADC share as financially fair, and recommend that the ADC

shareholders accept the Offer. Renaissance Advisory Services Ltd.

("Renaissance Capital") issued a fairness opinion which was used as part of

ADC's assessment of the Offer, concluding it to be fair.

ADC's Management and Supervisory Board support the Offer made by Atlas Mara

and endorse the Bidder's objective to build a premier financial services

group in sub-Saharan Africa. Integration into the enlarged Atlas Mara group

would allow ADC shareholders to benefit from Atlas Mara's potential to grow

the existing business more quickly from a better-capitalized platform, with

greater access to international talent in banking and financial services,

and banking and IT-know-how in the African banking sector. Furthermore, a

share swap into Atlas Mara may allow ADC shareholders to lower the risk

associated with their investment in ADC and the underlying country risk

through greater diversification of investments in different markets on the

continent.

ADC's Management and Supervisory Board further welcome Atlas Mara's

London-based listing potentially offering significantly higher stock

liquidity to shareholders and increasing the profile with large

international investors.

A complete version of the statement is available for download on ADC's

website:

www.african-development.com/en/investor-relations/investor-information/com

bination/

Dirk Harbecke, CEO of ADC comments: "ADC welcomes and supports the Offer

made by Atlas Mara. We are of the opinion that an offer, which equates to

EUR 10.45 per ADC share, is fair. It offers ADC shareholders a premium of

nearly 20% above the volume weighted average share price in the one month

period prior to the publication of the Offer and allows our shareholders to

continue to participate in our vision to build a leading pan-African

banking group. We look forward to working with Atlas Mara to expand current

business and drive and accelerate future growth. The Atlas Mara founders

and Board share our vision and view ADC as an ideal structure to launch its

activities on the continent. We recommend that our shareholders accept the

Offer."

The acceptance period expires on 31 July 2014. ADC shareholders should be

contacted by their custodian bank in the coming days for their

instructions. The specific terms and conditions of the Offer are set out in

the offer document, which can be found on Atlas Mara's website:

www.atlasmara.com

About ADC

ADC African Development Corporation AG (ADC) (ISIN: DE000A1E8NW9;

Bloomberg: AZC.GR, www.african-development.com), is a German listed,

emerging pan-African banking group. ADC has a strong footprint in Southern

Africa via BancABC, a regional commercial banking platform operating in

Botswana, Mozambique, Tanzania, Zambia and Zimbabwe as well as exposure to

West Africa via Union Bank of Nigeria. In addition to its banking

operations, ADC has a private equity portfolio active in growth markets

across sub-Saharan Africa. ADC follows an active management approach with a

team of experts that comprise operational banking management, investment

banking and merchant banking expertise.

About Atlas Mara

Atlas Mara was formed by Bob Diamond, Founder of Atlas Merchant Capital LLC

and Ashish J Thakkar, Founder of Mara Group Holdings Limited, and listed on

the main market of the London Stock Exchange in December 2013. The stated

strategy of Atlas Mara is that it will operate the acquired business and

implement an operating strategy with a view to generating value for its

shareholders through operational improvements as well as potentially

through additional complementary acquisitions. The Directors believe that,

at a critical growth period, there are significant gaps in the market today

for financial services in Africa, including the need for capital created by

European financial institutions retreating to their home territories due to

the sovereign debt crisis and the Basel III regulatory framework. This

situation presents opportunities for Atlas Mara to create a leading

sub-Saharan financial institution that provides leadership, liquidity,

access to investors, product innovation, and technology to support economic

growth and strengthen financial systems. For more information visit the

company's website at www.atlasmara.com.

Kontakt:

Investor Relations

investor-relations@african-development.com

T +49 69 719 12 80 119

Ende der Corporate News

---------------------------------------------------------------------

09.07.2014 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.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,

Corporate News/Finanznachrichten und Pressemitteilungen.

Medienarchiv unter http://www.dgap-medientreff.de und

http://www.dgap.de

---------------------------------------------------------------------

Sprache: Deutsch

Unternehmen: ADC African Development Corporation AG

Grüneburgweg 18

60322 Frankfurt/Main

Deutschland

Telefon: +49 69 719 12 80 119

Fax: +49 69 719 12 80 115

E-Mail: info@african-development.com

Internet: www.african-development.com

ISIN: DE000A1E8NW9

WKN: A1E8NW

Börsen: Freiverkehr in Berlin, Düsseldorf; Frankfurt in Open

Market (Entry Standard)

Ende der Mitteilung DGAP News-Service

---------------------------------------------------------------------

277260 09.07.2014