13.06.2019 11:35:30
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DGAP-WpÜG: Takeover Offer;
Target company: 11880 Solutions AG; Bidder: united vertical media GmbH Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Announcement of the decision of the Bidder to make a voluntary public takeover offer pursuant to Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 German Securities Acquisition and Takeover Act (WpÜG) Bidder: united vertical media GmbH Pretzfelder Straße 7 - 11 90425 Nuremberg Germany, registered in the commercial register of the local court (Amtsgericht) of Nuremberg under HRB 28744. Target: 11 88 0 Solutions AG Hohenzollernstraße 24 45128 Essen Germany, registered in the commercial register of the local court of Essen under HRB 29301. ISIN DE0005118806 (WKN 511880) Information from the bidder: On 13 June 2019, the united vertical media GmbH (the 'Bidder') has decided to make a voluntary public takeover offer to the shareholders of the 11 88 0 Solutions AG (the '11 88 0 Solutions AG') for the acquisition of all of their no par-value shares of the 11 88 0 Solutions AG (the '11 88 0 Solutions AG-Share(s)'), each share representing a proportionate amount of EUR 1.00 of the share capital, against payment of a cash offer price of presumably EUR 1.87 per 11 88 0 Solutions AG-Share (the 'Offer'). The offer document (in German and as a non-binding English translation) and further notifications regarding the Offer will be published on the Internet at www.unitedverticalmedia-angebot.de after the Federal Financial Supervisory Authority (BaFin) has approved the publication of the offer document. Further Information: Shareholders of the Bidder are Constanze Oschmann, Nuremberg, and Michael Oschmann, Nuremberg, each with a share of EUR 12,500. The Bidder currently holds 3,331,223 11 88 0 Solutions AG-Shares. This corresponds to an arithmetical share in the share capital of 11 88 0 Solutions AG of approximately 17.43%. Completion of the Offer will only be subject to approval by the antitrust authorities. Otherwise, the Offer will be made in accordance with the terms and conditions contained in the offer document. The Offer is related to the following conclusion of contracts: The Bidder has agreed with 9 shareholders on the acquisition of 11 88 0 Solutions AG- Shares in the amount of approximately 27.98% of the share capital of the 11 88 0 Solutions AG against payment of a purchase price of EUR 1.87 per 11 88 0 Solutions AG-Share in cash by means of share purchase and transfer agreements dated today. The closing of the agreements is subject to the antitrust clearance of the transactions. The Bidder assumes that the antitrust clearance of the transactions will take place before the expiry of the acceptance period of the Offer. Taking into account the no-par value shares held by the Bidder in the amount of approximately 17.43% of the share capital of the Target, the Bidder has therefore secured a total holding of approximately 45.41% of the share capital of the Target. Important Notice: This announcement is neither an offer to purchase nor a solicitation of an offer to sell 11 88 0 Solutions AG-Shares. The definite terms of the Offer as well as further provisions concerning the Offer will be published in offer document after the Federal Financial Supervisory Authority (BaFin) has approved the publication of the offer document. The Bidder reserves the right to deviate from the key facts presented here in the definite terms and conditions of the Offer. Investors and holders of 11 88 0 Solutions AG- Shares are strongly advised to read the offer document and all other documents regarding the Offer when they become available, since they will contain important information. Nuremberg, 13 June 2019 united vertical media GmbH The management End of WpÜG announcement The 13.06.2019 DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart, Tradegate Exchange
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