Heidelberg (pta033/20.01.2021/16:45) - THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, IN WHOLE OR IN PART, IN, WITHIN OR FROM COUNTRIES WHERE SUCH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRIES.
Publication of the decision to make a public takeover offer pursuant to Sec. 10 (1) in conjunction with Sections 29 (1), 34 WpÜG.
Today, 4basebio AG ("4basebio") decided to offer to all shareholders of KROMI Logistik AG with registered seat in Hamburg ("Kromi") to acquire their bearer shares by way of a voluntary public takeover offer in the form of an exchange offer (the "Offer").
The 4basebio shares offered will be created by way of a capital increase using 4basebio's authorized capital pursuant to Section 4 of its articles of association (by way of a resolution of 4basebio's management moard with the consent of its supervisory board).
The offer is expected to be subject to several closing conditions.
The final terms of the Offer will be set out in the full Offer Document.
The Offer Document and further communications relating to the Offer will be made available on the internet at https://4basebioag.com/de/investment-case/kromi-uebernahmeangebot/.
Important note: This announcement does not constitute an offer to purchase or a solicitation of an offer to purchase 4basebio or Kromi shares. The final terms and other provisions relating to the Offer will be communicated in the Offer Document following the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted its publication. Investors and holders of Kromi shares are strongly advised to read the Offer Document and all other announcements relating to the Offer as soon as they have been made public, as they will contain important information. Subject to the exceptions described in the Offer Document and, if applicable, to exemptions to be granted by the respective regulatory authorities, no offer will be made, directly or indirectly, in those jurisdictions where this would constitute an infringement under the respective national law.
The 4basebio shares to be transferred to the Kromi Shareholders as consideration (the "Offer Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state, district or other law of the United States of America. The Offer Shares may not be offered, sold or delivered, directly or indirectly, to Kromi shareholders located in the United States of America (the "U.S. Shareholders") or agents, appointees, trustees, custodians or other persons acting for the account or benefit of U.S. Shareholders, unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with applicable state securities laws of the United States of America or in a transaction not subject thereto. The Offer Shares are being offered in the United States of America in reliance on the exemption from registration requirements provided by Rule 802 under the Securities Act. The Offer is being made in accordance with applicable regulatory and disclosure and procedural requirements under German law, including withdrawal rights, offering timetable and settlement process, which differ from those provided under U.S. takeover rules and laws. Holders of Kromi securities should be aware that 4basebio reserves the right, to the extent permitted by applicable law and in accordance with German market practice, to acquire or enter into agreements to acquire, directly or indirectly, securities of Kromi outside of the Offer, during or after the expiration of the acceptance period or the additional acceptance period. This applies in the same way to other securities that grant a direct conversion or exchange right into or an option right on Kromi shares. These acquisitions may be made on a stock exchange at market prices or outside a stock exchange at negotiated conditions. All information on these acquisitions will be published to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.
The transaction described in this document involves securities of German companies. Information disseminated in connection with the transaction is subject to the disclosure requirements of the Federal Republic of Germany, which differ from those of the United States of America. It may be difficult for shareholders to enforce their rights and claims under U.S. securities laws because Kromi is located in a non-U.S. jurisdiction and its officers and board members may be located in non-U.S. states.
To the extent forward-looking statements are included in this document, they are not statements of fact and are identified by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'contemplate', 'seek', 'assume' and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of 4basebio and those acting in concert with it. The forward-looking statements are based on current plans, estimates and projections made by 4basebio and those acting in concert with it to the best of their knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of 4basebio or the persons acting in concert with it. It should be considered that actual results or outcomes may differ materially from those expressed or implied by such forward-looking statements.
Heidelberg, January 20, 2021
type of publication:
Decision to place a takeover offer (§ 10 Abs. 1,29 WpÜG)
69123 Heidelberg, Germany
Kromi Logistik AG
day of decision: 20.01.2021
Document with offer in the internet:
rate of votes:
Waldhofer Str. 102
|contact person:||Robert Mayer|
|phone:||+49 171 3876540|
|stock exchanges:||regulated market in Frankfurt; free market in Dusseldorf, free market in Hamburg, free market in Munich, free market in Stuttgart; open market in Berlin, Tradegate|
|ISIN(s):||DE000A0KFUJ5 (target company), DE000A2YN801 (share)|