15.01.2015 18:16:31
|
Press Release: Notification in accordance with the Finnish Securities Markets Act chapter 9, -- 5: updated conditional level of Geberit AG's holding of share...
Geberit International AG / Notification in accordance with the Finnish Securities Markets Act chapter 9, -- 5: updated conditional level of Geberit AG's holding of shares in Sanitec Corporation. . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.
The offer referred to in this press release is not being made, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this press release and in the tender offer document which has been published on Geberit's website www.geberit.com. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this press release.
Geberit AG, Rapperswil-Jona, 15 January, 2015, 5.45 p.m. (CET)
Notification in accordance with the Finnish Securities Markets Act chapter 9, -- 5: updated conditional level of Geberit AG's holding of shares in Sanitec Corporation.
On 14 October 2014, Geberit Aktiengesellschaft ("Geberit") announced a public offer to the shareholders of Sanitec Corporation ("Sanitec") to tender all shares in Sanitec to Geberit at a price of SEK 97 in cash per share (the "Offer"). The initial acceptance period of the Offer began on 17 November 2014 and ended on 22 December 2014. On 23 December 2014 Geberit announced an extension of the acceptance period to 2 February 2015.
During the acceptance period all shareholders in Sanitec may give and/or withdraw acceptances at any time, implying that the acceptance levels under the Offer may fluctuate on a daily basis. It is common for acceptances to be temporarily withdrawn after an extension of the acceptance period as certain shareholders have a preference for tendering their shares only on the last day of the (extended) acceptance period. In a public offer for a Swedish company such fluctuations do not result in a press release under normal circumstances since the acceptance level is communicated following the end of the acceptance period exclusively. However, Sanitec is a Finnish company and Finnish rules regarding flagging therefore apply, entailing that flagging notices shall be made to the Finnish Financial Supervisory Authority and Sanitec each time the acceptance level reaches, exceeds or falls below 5,10,15,20,25,30,50, 66 (2/3) or 90 percent, as applicable.
In order to ensure that the Swedish market will receive the same information from Geberit as from Sanitec, Geberit has published this press release. Geberit will continue to inform the Swedish market by way of press release if and when the acceptance level in the Offer reaches, exceeds or falls below any Finnish flagging threshold, as described above, by receipt of acceptances or due to acceptances being withdrawn, respectively.
Geberit has received conditional acceptances from shareholders owning in total 62,636,325 shares (including shares represented by the irrevocable undertakings given by Sofia IV.S.à r.l and Zeres Public Market Fund to accept the Offer) representing approximately 62.64 percent of the total number of shares and votes in Sanitec.([1] #_ftn1) According to its obligations under Finnish law, Geberit has informed the Finnish Financial Supervisory Authority and Sanitec about the received acceptances.
It should be noted that the level of acceptance now reported may differ from the final level of acceptance.
According to Swedish market practice, any change in acceptance levels that does not entail that any Finnish flagging threshold is reached, exceeded or undercut will not be made public in a separate press release.
For additional information reference is made to the information available in the offer document that is available on Geberit's website www.geberit.com.
Geberit Aktiengesellschaft
For additional information, please contact:
Geberit AG
Schachenstrasse 77, CH-8645 Jona
Roland Iff, CFO Tel. +41 (0)55 221 66 39
Roman Sidler, Corporate Communications & IR Tel. +41 (0)55 221 69 47
This information was submitted for publication on 15 January, 2015, 5.45 p.m. (CET).
Information about the Offer:
www.geberit.com
Important notice
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in or into any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (together, the "Restricted Jurisdictions") or by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of any Restricted Jurisdiction, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Geberit. Any such forward-looking statements speak only as of the date on which they are made and Geberit has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The Offer referenced in this press release will be made for shares of Sanitec, a company incorporated under Finnish law, and is subject to Swedish and Finnish disclosure and procedural requirements, which are different from those of the United States. The shares of Sanitec have not been registered under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and are not listed or traded on any stock exchange in the United States. Accordingly, the Offer will be made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act , subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish, and as applicable, Finnish law. The Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Financial information included in this announcement, if any, has been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
To the extent permissible under applicable law or regulation, Geberit and its affiliates or brokers (acting as agents for Geberit or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of Sanitec, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Sanitec of such information. In addition, the financial advisors to Geberit, may also engage in ordinary course trading activities in securities of Sanitec, which may include purchases or arrangements to purchase such securities.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
([1] #_ftnref1) Including the 190,000 treasury shares currently held by Sanitec.
Press release (PDF): http://hugin.info/130279/R/1887458/667699.pdf
This announcement is distributed by NASDAQ OMX Corporate Solutions on (MORE TO FOLLOW) Dow Jones Newswires
January 15, 2015 11:45 ET (16:45 GMT)- - 11 45 AM EST 01-15-15
-2 of 2- 15 Jan 2015 16:45:00 UTC Press Release: Notification in accordance with -2-
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Geberit International AG via Globenewswire
HUG#1887458
--- End of Message ---
Geberit International AG
Schachenstrasse 77 Rapperswil-Jona Switzerland
ISIN: CH0030170408;
http://www.geberit.com/ (END) Dow Jones Newswires
January 15, 2015 11:45 ET (16:45 GMT)- - 11 45 AM EST 01-15-15
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Nachrichten zu Geberit AG (N)mehr Nachrichten
30.01.25 |
Freundlicher Handel in Zürich: SMI verbucht am Donnerstagnachmittag Gewinne (finanzen.at) | |
28.01.25 |
Optimismus in Zürich: SMI am Mittag mit Gewinnen (finanzen.at) | |
28.01.25 |
SMI-Titel Geberit-Aktie: So viel Verlust hätte ein Investment in Geberit von vor 3 Jahren bedeutet (finanzen.at) | |
28.01.25 |
Optimismus in Zürich: SLI zum Start des Dienstagshandels mit positivem Vorzeichen (finanzen.at) | |
28.01.25 |
Freundlicher Handel: SMI steigt zum Start (finanzen.at) | |
27.01.25 |
Börse Zürich in Rot: SMI liegt zum Handelsstart im Minus (finanzen.at) | |
23.01.25 |
Optimismus in Zürich: SMI legt zum Handelsende zu (finanzen.at) | |
23.01.25 |
Zuversicht in Zürich: SLI letztendlich mit positivem Vorzeichen (finanzen.at) |
Analysen zu Geberit AG (N)mehr Analysen
Aktien in diesem Artikel
Geberit AG (N) | 408,90 | -1,87% |
Indizes in diesem Artikel
NASDAQ Comp. | 19 627,44 | -0,28% |