DGAP-WpÜG: Takeover Offer; DE000A11QW50
Target company: Epigenomics AG; Bidder: Blitz F16-83 GmbH (in the future operating under the name of Summit Hero Holding GmbH)
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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Announcement of the Decision to Launch a Voluntary Public Tender Offer
pursuant to Section 10 para. 1 in conjunction with Sections 29, 34 of the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, 'WpÜG')
Bidder:
Blitz F16-83 GmbH (in the future operating under the name of Summit Hero
Holding GmbH)
c/o YouCo Vorratsgesellschaft mbH, Maternusstraße 40-42
50996 Köln
Germany
registered in the commercial register (Handelsregister) of the local court
(Amtsgericht) of Frankfurt am Main under register no. HR B 106733
Target:
Epigenomics AG
Geneststraße 5
10829 Berlin
Germany
registered in the commercial register (Handelsregister) of the local court
(Amtsgericht) of Charlottenburg under register no. HR B 75861
ISIN: DE000A11QW50 / WKN: A11QW5
On April 26, 2017 the Blitz F16-83 GmbH (in the future operating under the
name of Summit Hero Holding GmbH) (the 'Bidder') has decided to launch a
voluntary public tender offer to the shareholders of Epigenomics AG to
acquire their registered no-par value shares in Epigenomics AG, each
representing a pro-rata amount of the share capital of EUR 1.00 per share
(the 'Epigenomics Shares'), against payment of a cash consideration in the
amount of EUR 7.52 per Epigenomics Share (the 'Tender Offer').
The offer document for the Tender Offer and further information relating to
the Tender Offer will be published on the internet at www.summit-hero-
angebot.de.
Further Information:
The Bidder is an indirect wholly-owned subsidiary of Cathay Fortune
International Company Limited ('CFIC'). Team Curis Group ('TCG') today
signed an agreement according to which its subsidiaries Globetrotter (BVI)
Holdings, Ltd. und Bio-Epi (BVI) Holdings, Ltd., the currently largest
shareholders of Epigenomics AG, will indirectly invest in the Bidder
together with CFIC. In the course of the transaction, CFIC and the
subsidiaries of TCG will transfer their currently held Epigenomics Shares
to the Bidder. In addition, U Chip Technology Limited today signed an
irrevocable undertaking under which it committed to tender its Epigenomics
Shares into the Tender Offer. Under the aforementioned agreements, the
Bidder has already secured 15.31% of all outstanding Epigenomics Shares.
The Tender Offer will, inter alia, be subject to the conditions of the
issuance of a certificate of non-objection by the Federal Ministry for
Economic Affairs and Energy and other regulatory clearances as well as a
minimum acceptance ratio according to which the total number of shares held
by or attributed to the Bidder pursuant to sections 29 para. 1, 30 WpÜG
together with the Company Shares tendered under the Takeover Offer amounts
to at least 75 % of the Epigenomics Shares and will furthermore be made
subject to the terms and conditions contained in the offer document.
Important Notice:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Epigenomics Shares. The final terms of the Tender Offer as
well as other terms pertaining to the Tender Offer will be announced in the
offer document after the permission of the publication of the offer
document by the Federal Financial Supervisory Authority. Investors and
holders of Epigenomics Shares are strongly advised to read the offer
document and as well as all other documents related to the Tender Offer
when they are made available because they will contain important
information.
Frankfurt am Main, April 26, 2017
Blitz F16-83 GmbH (in the future operating under the name of Summit Hero
Holding GmbH)
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Noted: Regulated market in Frankfurt (Prime Standard); open market
(Freiverkehr) in Berlin, Düsseldorf, München and Stuttgart as well as via
Tradegate Exchange
End of WpÜG announcement
The 26.04.2017 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in
Berlin, Düsseldorf, Stuttgart, München, Hamburg und Tradegate Exchange