Fosun International Limited
Takeover Offer; <DE000A0STST2>
Target company: TOM TAILOR Holding SE; Bidder: Fosun International Limited
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.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Publication of the decision to launch a takeover offer pursuant to Section
10 para. 1 sent. 1 and para. 3 in conjunction with Sections 29 para. 1, 34
of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz – WpÜG)
Bidder:
Fosun International Limited
Room 808, ICBC Tower
3 Garden Road, Central
Hong Kong
People’s Republic of China
registered with the Hong Kong Companies Registry (CR) under the no. 942079
Target company:
TOM TAILOR Holding SE
Garstedter Weg 14
22453 Hamburg
Germany
registered with the commercial register (Handelsregister) of the local
court (Amtsgericht) of Hamburg under HRB 146032
ISIN DE000A0STST2 / WKN A0STST / Ticker symbol TTI
Information on the Bidder:
Today, Fosun International Limited with registered office in Hong Kong,
People’s Republic of China (the ‘Bidder’), decided to make a voluntary
public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the
shareholders of TOM TAILOR Holding SE with its registered office in
Hamburg, Germany, to acquire all no-par value registered Shares
(nennwertlose Namensaktien) of TOM TAILOR Holding SE with a proportionate
amount of the share capital of EUR 1.00 per share (each a ‘TOM TAILOR
Share’ and together the ‘TOM TAILOR Shares’) not directly held by the
Bidder (the ‘Takeover Offer’).
The Takeover Offer will be made in the form of a cash offer (Barangebot)
against payment of a cash consideration per TOM TAILOR Share in the amount
of the higher of EUR 2.26 and the weighted average domestic stock market
price of the TOM TAILOR Shares during the last three months prior to this
publication pursuant to Section 31 para. 1 and para. 7 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz (WpÜG)) in conjunction with Section 5 para. 1 and para. 3
of the WpÜG Offer Ordinance (WpÜG-Angebotsverordnung), as determined by the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht – ‘BaFin’). In addition, the Takeover Offer
will be made on and subject to the terms and conditions to be set out in
the offer document for the Takeover Offer.
The offer document for the Takeover Offer (in German together with a non-
binding English translation) and further information with respect to the
Takeover Offer will be published on the internet at
http://www.fosuninternational-angebot.de after approval of the offer
document by BaFin. Additionally, the publication of the offer document will
be announced in the Federal Gazette (Bundesanzeiger).
The Bidder reserves the right to instruct the settlement agent engaged for
the technical settlement of the Takeover Offer to transfer a number of up
to 29.99% of the outstanding TOM TAILOR Shares, for which the Takeover
Offer has been accepted, from the settlement agent directly to a subsidiary
(Tochterunternehmen) of the Bidder, which agrees to jointly participate in
the settlement of the Takeover Offer.
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell TOM TAILOR Shares. The definite terms and conditions of the
Takeover Offer, as well as further provisions concerning the Takeover
Offer, will be published in the offer document only after BaFin has granted
permission to publish the offer document. Investors and holders of TOM
TAILOR Shares are strongly advised to read the offer document and all other
relevant documents regarding the Takeover Offer when they become available,
since they will contain important information. As far as legally
permissible, the Bidder reserves the right to deviate in the final Terms
and conditions of the Takeover Offer from the basic data described herein.
Hong Kong, 19 February 2019
Fosun International Limited
End of WpÜG announcement
The 19.02.2019 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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