Massive shareholder support for ADB Holdings to go private – delisting imminent

Massive shareholder support for ADB Holdings to go private - delisting imminent

Geneva - 18 December 2014

On 5 November 2014, Advanced Digital Broadcast Holdings S.A. (SIX: ADBN) and the company's largest shareholder, 4T S.A., published a combined offer to take ADB Holdings S.A. private. The combined offer consisted of a public tender offer for all shares of ADB Holdings S.A. presented by 4T S.A., and a repurchase offer for a maximum of 10% of all shares of ADB Holdings S.A. presented by ADB Holdings S.A. Yesterday, the offer period of the combined offer expired with the following provisional interim results:

• 502,589 shares, all from free float, were tendered and accepted in the repurchase offer of ADB Holdings S.A.;
• 1,454,640 shares, all from free float, were tendered into the public tender offer of 4T S.A.

Taking these shares and the shares held prior to the offer into account, 4T S.A. and the parties acting in concert with 4T S.A. (i.e. including ADB Holdings S.A.) hold 4,256,559 shares of ADB Holdings S.A. or a total of 84.69% of the voting rights. The conditions of the combined offer are met, and the parties reiterate their intention to delist the shares of ADB Holdings S.A. subsequent to the end of the offer, and to apply the squeeze-out procedure.

The publication of the provisional interim results in accordance with the takeover rules and further information on the combined offer may be obtained at www.public-takeover.ch.

This press release and further information on ADB Group can be found on the Group's website at www.adbholdings.com

For further information please contact:

Alessandro Brenna, CFO

Tel : [phone]

[e-mail]

Tina Nyfors, IR/Group Communications

Tel: [phone]

[e-mail]

-end-

About ADB Group (SIX: ADBN)

ADB Group (www.adbholdings.com) was founded in 1995 and is a leading developer and supplier of solutions required to view and interact with digital TV broadcast through cable, satellite, terrestrial and IP networks, as well as products and systems for broadband data communication business. The Group today sells a broad range of products and services, including connected home multimedia solutions, software, consumer premises devices, consulting and engineering services and after sales services for digital pay-TV broadcast operators and broadband network operators. The Group's sales are conducted through the brand of ADB (www.adbglobal.com), and the trademarks of i-Can, Epicentro and Carbo.

This press release contains forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements due to various factors, among which:

• future developments of the world digital TV and broadband markets, in particular the future demand for digital TV and broadband products in the key markets and from key customers served by our Group;
• pricing pressures, competitive market situation;
• our and the industry's capability to successfully and timely innovate and develop challenging technology, and our capability to hire and retain high-level employees;
• changes in the exchange rates between the US$ and the main other operating currencies of the Group, including the Euro, Swiss Franc and the Polish Zloty;
• our ability in an intensive competitive environment, to continue securing orders from existing or new customers and to achieve our pricing expectations for products for which we have or are currently investing into development;
• the ability of our suppliers to meet our demands for supplies, qualitatively or quantitatively, and to offer competitive pricing;
• our gross margin could vary significantly from expectations based on changes in revenue levels, product mix and pricing, changes in unit costs, and the timing and execution of shipments ramp-ups;
• changes in the economic, tax, social or political environment, including import and other duties, military conflict, terrorist activities, as well as natural events such as severe weather, health risks, epidemics or earthquakes in the countries in which we, our key customers and our suppliers operate;
• our ability to obtain required licenses on third-party intellectual property on reasonable terms and conditions, the impact of potential claims by third parties involving intellectual property rights relating to our business, and the outcome of potential related litigations;
• the results of actions by our competitors, including new product offerings and our ability to react thereto.

Advanced Digital Broadcast Holdings SA undertakes no obligation to publicly update or revise any forward-looking statements. Advanced Digital Broadcast Holdings SA reserves the right to amend the information at any time without prior notice.

The information contained in this press release may not be considered as being a substitute for economic, legal, tax or other advice and you are cautioned to base investment decisions or other decisions on the content of this release. You are recommended to consult your investment advisers or other advisers prior to making any decision.

This press release is not an offer of securities for sale or a solicitation to invest in Advanced Digital Broadcast Holdings SA securities. In particular, it is not an offer of securities for sale in the United States of America, its territories and possessions. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Advanced Digital Broadcast Holdings SA does not intend to register its securities in the United States of America.

Press release (PDF)

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