VITA 34 AG
DGAP-WpÜG: AOC Health GmbH / Attainment of Control Announcement of the Attainment of Control over Vita 34 AG pursuant to Section 35 para. 1 in conjunction with Section 10 para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG))
Bidder: AOC Health GmbH c/o Active Ownership Advisors GmbH Erlenbacher Straße 12 60389 Frankfurt am Main Germany registered with the commercial register of the Local Court of Frankfurt am Main under HRB 116364 Target: Vita 34 AG Deutscher Platz 5a 04103 Leipzig Germany registered with the commercial register of the Local Court of Leipzig under HRB 20339 ISIN: DE000A0BL849 (WKN: A0BL84) On 25 May 2020 AOC Health GmbH (the "Bidder") acquired 1,132,464 no-par value registered shares in Vita 34 AG (the "Vita 34-Shares") and thereby attained control within the meaning of Section 35 para. 1 in conjunction with Section 29 para. 2 WpÜG over Vita 34 AG. Currently the Bidder holds directly 1,132,464 voting rights out of the total number of 4,145,959 voting rights in Vita 34 AG (this corresponds to 27.31% of the total number of voting rights). Furthermore, 160,536 voting rights in Vita 34 AG (this corresponds to 3.87% of the total number of voting rights) are attributable to the Bidder pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Therefore, on 25 May 2020, the Bidder holds directly 1,132,464 voting rights (this corresponds to 27.31% of the total number of voting rights), indirectly 160,536 voting rights (this corresponds to 3.87% of the total number of voting rights) and in total 1,293,000 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights). Due to the aforementioned acquisition of 1,132,464 voting rights in Vita 34 AG by the Bidder, on 25 May 2020 the following companies and persons also attained indirect control over Vita 34 AG: AOC Health HoldCo S.à r.l. AOC Health HoldCo S.à r.l., Grevenmacher (Luxembourg), registered with the Commercial and Companies' Register of Luxembourg (Registre de Commerce et des Sociétés de Luxembourg) under register number B241048, has no direct shareholding in Vita 34 AG. It does, however, hold 100% of the shares in the Bidder. Therefore, the in total 1,293,000 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder are attributable to AOC Health HoldCo S.à r.l. pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Active Ownership Fund SICAV-FIS SCS Active Ownership Fund SICAV-FIS SCS, Grevenmacher (Luxembourg), registered with the Commercial and Companies' Register of Luxembourg (Registre de Commerce et des Sociétés de Luxembourg) under register number B200454, holds 100 voting rights in Vita 34 AG (this corresponds to 0.002% of the total number of voting rights) directly. Furthermore, Active Ownership Fund SICAV-FIS SCS holds 90.68% of the shares in AOC Health HoldCo S.à r.l. Therefore, the in total 1,293,000 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder are attributable to Active Ownership Fund SICAV-FIS SCS pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. In summary, Active Ownership Fund SICAV-FIS SCS holds directly 100 voting rights (this corresponds to 0.002% of the total number of voting rights), indirectly 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) and in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights). Active Ownership Capital S.à r.l. Active Ownership Capital S.à r.l., Grevenmacher (Luxembourg), registered with the Commercial and Companies' Register of Luxembourg (Registre de Commerce et des Sociétés de Luxembourg) under register number B200367, has no direct shareholding in Vita 34 AG. It is, however, the general partner of Active Ownership Fund SICAV-FIS SCS. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights), are attributable to Active Ownership Capital S.à r.l. pursuant to Section 30 para. 1 sentence 1 no. 1WpÜG. Active Ownership Advisors GmbH Active Ownership Advisors GmbH, Frankfurt am Main (Germany), registered with the commercial register of the Local Court of Frankfurt am Main under HRB 99928, has no direct shareholding in Vita 34 AG. However, Active Ownership Advisors GmbH and Active Ownership Investments Limited each hold 50% of the shares in Active Ownership Capital S.à r.l. and agreed to exercise their voting rights in Active Ownership Capital S.à r.l. in a consistent and coordinated manner whenever possible (so called multi-parent-agreement). Consequently, Active Ownership Capital S.à r.l. is controlled by Active Ownership Advisors GmbH as well as by Active Ownership Investments Limited. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights), are attributable to Active Ownership Advisors GmbH pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Mr. Florian Schuhbauer Mr. Florian Schuhbauer, Frankfurt am Main (Germany), has no direct shareholding in Vita 34 AG. He does, however, hold 51% of the shares in Active Ownership Advisors GmbH. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights), are attributable to Mr. Schuhbauer pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Active Ownership Investments Limited Active Ownership Investments Limited, Limassol (Cyprus), registered with the Registrar of Companies of the Republic of Cyprus under register number HE 295126, has no direct shareholding in Vita 34 AG. However, Active Ownership Advisors GmbH and Active Ownership Investments Limited each hold 50% of the shares in Active Ownership Capital S.à r.l. and agreed to exercise their voting rights in Active Ownership Capital S.à r.l. in a consistent and coordinated manner whenever possible (so called multi-parent-agreement). Consequently, Active Ownership Capital S.à r.l. is controlled by Active Ownership Advisors GmbH as well as by Active Ownership Investments Limited. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds 31.19% of the total number of voting rights), are attributable to Active Ownership Investments Limited pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Tamlino Import & Advisory LP Tamlino Import & Advisory LP, Limassol (Cyprus), registered with the Registrar of Companies of the Republic of Cyprus under register number ? 12014, has no direct shareholding in Vita 34 AG. It does, however, hold 100% of the shares in Active Ownership Investments Limited. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights), are attributable to Tamlino Import & Advisory LP pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Tamlino Investments Limited Tamlino Investments Limited, Limassol (Cyprus), registered with the Registrar of Companies of the Republic of Cyprus under register number HE 298226, has no direct shareholding in Vita 34 AG. It is, however, the general partner of Tamlino Import & Advisory LP. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights), are attributable to Tamlino Investments Limited pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. Mr. Klaus Röhrig Mr. Klaus Röhrig, Vienna (Austria), has no direct shareholding in Vita 34 AG. He does, however, hold 99% of the shares in Tamlino Investments Limited. Therefore, the in total 1,293,000 voting rights (this corresponds to 31.19% of the total number of voting rights) held directly and indirectly by the Bidder as well as the 100 voting rights (this corresponds to 0.002% of the total number of voting rights) held directly by Active Ownership Fund SICAV-FIS SCS, i.e. in total 1,293,100 voting rights in Vita 34 AG (this corresponds to 31.19% of the total number of voting rights), are attributable to Mr. Röhrig pursuant to Section 30 para. 1 sentence 1 no. 1 WpÜG. This announcement pursuant to Section 35 para. 1 in conjunction with Section 10 para. 3 WpÜG is, therefore, also made on behalf of AOC Health HoldCo S.à r.l., Active Ownership Fund SICAV-FIS SCS, Active Ownership Capital S.à r.l., Active Ownership Advisors GmbH, Florian Schuhbauer, Active Ownership Investments Limited, Tamlino Import & Advisory LP, Tamlino Investments Limited and Klaus Röhrig (together the "Further Controlling Parties"). Subject to the approval of the publication of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), the Bidder will publish a mandatory offer pursuant to Section 35 para. 2 WpÜG to all outstanding shareholders of Vita 34 AG with regards to the acquisition of all Vita 34-Shares held by them ("Mandatory Offer"). Subject to the remaining provisions of the offer document, the Bidder intends to offer to the shareholders of Vita 34 AG for their Vita 34-Shares a cash consideration per Vita 34-Share in the amount of the statutory minimum price. The offer document and further information regarding the Mandatory Offer will be published on the Internet at: http://www.vampire-offer.com By way of publication of the Mandatory Offer, the Bidder will also fulfill the obligations of the Further Controlling Parties pursuant to Section 35 WpÜG. Therefore, the Further Controlling Parties will not publish a separate mandatory offer with regard to the Vita 34-Shares. Important Information: This announcement is neither an offer to purchase nor an invitation to submit an offer to sell Vita 34-Shares. The definite terms and conditions of the Mandatory Offer as well as further provisions concerning the Mandatory Offer will be published in the offer document following the approval of the publication of the offer document by BaFin. Investors and shareholders of Vita 34 AG are strongly advised to read the offer document and all other documents concerning the Mandatory Offer when they become available, as they will contain important information. The Mandatory Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America. To the extent permissible under applicable law or regulation, the Bidder or its brokers may purchase, or conclude agreements to purchase, Vita 34-Shares, directly or indirectly, outside of the scope of the Mandatory Offer, before, during or after the period in which the offer remains open for acceptance. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Frankfurt a.M., 25 May 2020 AOC Health GmbH
25.05.2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
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1053391 25.05.2020 CET/CEST
