EQS-WpÜG: Tender Offer / Target company: Francotyp-Postalia Holding AG; Bidder: Francotyp-Postalia Holding AG

Convenience Translation
- Only the German version is legally binding –

 

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR DISSEMINATION IN WHOLE OR IN PART IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR DISSEMINATION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH COUNTRY.

Announcement of the decision to make a public delisting repurchase offer (Delisting-Rückerwerbsangebot) pursuant to section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) in conjunction with section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, “BörsG”)

 

Bidder:

Francotyp-Postalia Holding AG
Prenzlauer Promenade 28
13089 Berlin
Deutschland

registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 169096 B

 

Target:

Francotyp-Postalia Holding AG
Prenzlauer Promenade 28
13089 Berlin
Deutschland

registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 169096 B

ISIN: DE000FPH9000

 

The Francotyp-Postalia Holding AG (“FP” or the “Company”) decided today to offer to the shareholders of FP to acquire all bearer shares (auf den Inhaber lautende Stückaktien) of FP with a pro rata amount of the share capital of FP of EUR 1.00 each (DE000FPH9000, “FP Shares”), which are not already directly held by FP as treasury shares, against payment of a cash consideration in Euro by way of a public delisting repurchase offer (the “Repurchase Offer”). FP shall thus be both the bidder and the target company of the Repurchase Offer. FP already holds 677.603 treasury shares at the time of this announcement.

FP intends to pay a cash consideration in accordance with section 39 para. 3 sentence 2 BörsG in conjunction with section 31 WpÜG and sections 3 et seqq. of the regulation relating to the content of the offer document, the consideration payable in the case of takeover bids and mandatory offers and the exemption from the obligation to publish and to make an offer (“WpÜG Offer Regulation”) which corresponds to the volume-weighted average share price of the Company's shares during the last six months prior to the publication of the notification pursuant to section 39 para. 2, para. 3 BörsG and section 10 para. 1, para. 3 sentence 1 WpÜG (“Six-Month Average Price”). The Company has determined the Six-Month Average Price on the basis of publicly available information - subject to the binding determination of a higher Six-Month Average Price by the German Federal Financial Supervisory Authority (“BaFin”) - at EUR 2.27 per share of the Company. The Company will publish any higher determination of the Six-Month Average Price by BaFin without delay.

The Repurchase Offer will be made on the terms set out in the offer document and will not be subject to any completion conditions. The Repurchase Offer will only be executed if, prior to the publication of the offer document, the annual general meeting of FP, which will take place on 24 June 2025, adopts a resolution to reduce the share capital by redeeming FP Shares pursuant to sections 237 et. seqq. of the German Stock Corporation Act (Aktiengesetz, “AktG”) after their repurchase under the Repurchase Offer. FP will convene the annual general meeting for this purpose on 16 May 2025 for 24 June 2025.

The Company intends to conclude a qualified non-tender agreement with Olive Tree Invest GmbH prior to the annual general meeting, in which Olive Tree Invest GmbH undertakes, subject to a contractual penalty, not to accept the Company's Repurchase Offer with respect to the 4,130,335 FP shares (approx. 25.34% of the share capital) held by it.

In connection with the Repurchase Offer, FP intends to file an application for the revocation of the admission to trading of the FP Shares on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard), with effect earliest from the expiry of the acceptance period of the Repurchase Offer, pursuant to Section 39 para. 2 BörsG and Section 46 para. 1 no. 1 of the Stock Exchange Rules and Regulations for the Frankfurt Stock Exchange.

The offer document for the Repurchase Offer (in German and a non-binding English translation) and other information relating to the Repurchase Offer will be published on the Internet at

http://www.fp-francotyp.com/angebot

The offer document for the Repurchase Offer will also be published by way of a notice in the German Federal Gazette (Bundesanzeiger) and will be available on the BaFin website.

Important note:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell FP Shares. The terms and further provisions regarding the Repurchase Offer of FP to the shareholders of FP will be set out in the offer document, which will be published after approval of its publication by BaFin. Holders of FP Shares are strongly advised to read the offer document and, if necessary, to seek independent advice on the matters contained therein.

The Repurchase Offer to the Shareholders of FP for the acquisition of all FP Shares will be made exclusively on the basis of the statutory provisions of the Federal Republic of Germany, in particular the provisions of the BörsG, the WpÜG and the WpÜG Offer Regulation as well as certain securities law provisions of the United States of America (the “United States”). The Repurchase Offer will not be executed in accordance with the provisions of other jurisdictions.

The publication of the offer document for this Repurchase Offer will be authorised solely by BaFin. No other announcements, registrations, authorisations or approvals of the Repurchase Offer will be applied for, arranged for or otherwise made outside the Federal Republic of Germany. The shareholders of FP will not be able to invoke provisions for the protection of investors under any jurisdiction other than the Federal Republic of Germany. Any contract that is concluded as a result of the acceptance of the Repurchase Offer shall be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany.

The dissemination, publication or distribution of this announcement may be restricted by law in jurisdictions outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area and the United States. Persons domiciled in or subject to another jurisdiction should inform themselves of and observe any applicable requirements.

To the extent permitted by applicable law and in accordance with German market practice, FP, its affiliates and/or brokers acting on their behalf, may outside the United States, in accordance with applicable law, directly or indirectly acquire FP Shares or enter into corresponding agreements to acquire FP Shares outside the Repurchase Offer before, during or after the expiry of the acceptance period. This applies in the same way to other securities that grant a direct conversion or exchange right into or an option right to FP Shares. These purchases can be made via the stock exchange at market prices or outside the stock exchange at negotiated conditions. All information on these purchases would be published insofar as this is required under the law of the Federal Republic of Germany or other relevant legal systems.

This announcement may contain statements about FP and/or its affiliates (collectively, the “FP Group”) that are or may be “forward-looking statements”. Forward-looking statements include, but are not limited to, statements that are typically identified by words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events or depend on circumstances that may or may not occur in the future. FP cautions you that forward-looking statements are based on current plans, estimates and forecasts and that there is no guarantee that such future events or results will materialise. In particular, actual business results, financial position and liquidity, the development of the industrial sector in which the FP Group operates and the outcome or impact of the acquisition and related matters on the FP Group may differ materially from the forward-looking statements contained, made or suggested in this announcement. Forward-looking statements speak only as at the date they are made. Subject to mandatory statutory provisions, FP assumes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Berlin, 12. Mai 2025

 

 

Francotyp-Postalia Holding AG