Offer proceedings according to article 10, 29, 35 WpÜG
SGCI Corporate Finance GmbH: Publication of the acquisition of control pursuant to Sect. 35 par. 1 and Sect. 10 par. 3 WpÜG
Frankfurt am Main (pta022/20.06.2025/15:00 UTC+2) - Announcement
Publication of the acquisition of control
pursuant to Sect. 35 par. 1 and Sect. 10 par. 3
of the German Securities Acquisition and Takeover Act
Bidder:
SGCI Corporate Finance GmbH
Neue Mainzer Straße 6-10
60311 Frankfurt am Main
Germany
Target Company:
Leo International Precision Health Aktiengesellschaft
Dieselstraße 21
85748 Garching
Düsseldorf Local Court, HRB 38644
Shares in Leo International Precision Health Aktiengesellschaft
International Securities Identification Number (ISIN) DE0005490601
Information from the Bidder:
On 11 June 2025, SGCI Corporate Finance GmbH, Frankfurt am Main, Deutschland ("SGCI") and Mr. Hsiao-Hsuan "Leo" Wang, No. 299-2, Sec. 2, Wenhua 1st Road, Linkou District, 244020 New Taipei City, Taiwan, ("Mr. Wang") by way of purchase of shares in Leo International Precision Health Aktiengesellschaft ("Zielgesellschaft") , ISIN DE0005490601, WKN 549060, Symbol LEOW, directly acquired control within the meaning of Sect. 35 par. 1 in conjunction with Sect. 29 par. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG").
Since then, SGCI directly holds 21,000 of a total of 500,000 no-par value bearer shares with voting rights in the Target Company. This corresponds to 4.20 % of the voting rights in the Target Company. Mr. Wang directly holds 400,000 of a total of 500,000 no-par value bearer shares with voting rights in the Target Company. This corresponds to 80.00 % of the voting rights in the Target Company. Due to an acting in concert agreement between SCGI and Mr. Wang, the voting rights of SGCI and the voting rights of Mr. Wang are mutually attributed to each other pursuant to Sect. 30 par. 2 WpÜG. This corresponds to 84.20 % of the voting rights in the Target Company.
With the aforementioned acquisition of the shares by the Bidders, on 11 June 2025, Mr. Ding-Shin Chang, 12, Rue de Lorraine, 93200 Levallois-Perret, France, ("Mr. Chang"), the sole shareholder of SGCI, also indirectly acquired control within the meaning of Sect. 35 par. 1 in conjunction with Sect. 29 par. 2 WpÜG and Sect. 30 par. 1 sent. 1 no. 1, sent. 3 and par. 2 WpÜG over the Target Company. 21,000 voting rights from no-par value bearer shares in the Target Company are to be attributed to Mr. Chang by his subsidiary pursuant to Sect. 30 par. 1 sent. 1 no. 1, sent. 3 and par. 2 WpÜG. Further 400,000 voting rights of no-par value bearer shares in the Target Company are to be attributed to Mr. Chang by Mr. Wang pursuant to Sect. 30 par. 2 WpÜG. This corresponds to a total of 84.20 % of the voting rights in the Target Company.
This publication of the acquisition of control pursuant to Sect. 35 par. 1 sent. 1 and Sect. 10 par. 3 sent. 1 and 2 WpÜG is therefore also made in the name and on behalf of Mr. Wang and Mr. Chang.
SGCI will, in fulfillment of its obligation and at the same time and equally the obligation of Mr. Wang and Mr. Chang pursuant to Sect. 35 par. 2 WpÜG, after approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), make and publish a mandatory offer to the shareholders of the Target Company to acquire the bearer shares held by them for the statutory minimum share price. Mr. Wang and Mr. Chang will not make or publish separate mandatory offers.
This publication is accessible and available on the Internet at https://www.sgcifinance.com/. Following the approval by the German BaFin, the offer document for the mandatory offer will be published on the Internet at https://www.sgcifinance.com/ in accordance with Sect. 35 par. 2 sent. 2, Sect. 14 par. 13 sent. 1 WpÜG. In addtion, an announcement will be published in the Federal Gazette (Bundesanzeiger) regarding the availability of the Offer Document for free distribution.
Frankfurt am Main, on this 20 June 2025
Ding-Shin Chang
Managing Director
SGCI Corporate Finance GmbH
Type of publication:
Gaining control (§ 35 Abs. 1 WpÜG)
Bidder:
SGCI Corporate Finance GmbH
Neue Mainzer Straße 6-10
60311
Frankfurt am Main
Target company:
Leo International Precision Health Aktiengesellschaft
DE0005490601
Publication information:
Day of decision:
11.06.2025
Document with offer in the internet:
sgcifinance.com
Rate of votes:
4,20%
Assigned votes:
80.00 %, Sect. 30 par. 2 German Securities Acquisition and Takeover Act ("WpÜG")
(end)
Emitter: |
SGCI Corporate Finance GmbH Neue Mainzer Straße 6-10 60311 Frankfurt am Main Germany |
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Contact Person: | Florian Stahl | |
Phone: | +49 69 7898800 | |
E-Mail: | stahl@barckhaus.com | |
Website: | sgcifinance.com | |
ISIN(s): | DE0005490601 (Target company) | |
Stock Exchange(s): | Regulated Market in Dusseldorf, Frankfurt |