Broadview Industries AG announced a voluntary takeover offer to acquire the remaining 59.7% stake in Westag & Getalit AG (DB:WUG) for €99.1 million on May 23, 2018. The offer has been made for acquisition of approximately 24.5% ordinary shares at €30.26 per share and 100% preference shares at €30.2 per share. If the settlement of the takeover offer occurs prior to the next Annual General Meeting of Westag & Getalit, the cash consideration in the amount of €30.26 per ordinary share and €30.2 per preference share will be increased by €0.74 per ordinary share and €0.8 per preference share to €31 per ordinary and preference share in cash. If the settlement of the takeover offer occurs after the next Annual General Meeting of Westag & Getalit AG, theshareholders will, in addition to the cash consideration in the amount of €30.26 per ordinary share and €30.2 per preference share in cash, receive the expected dividend for the financial year 2017 of €0.74 per ordinary share and €0.8 per preference share. If the dividend for the financial year 2017 is less than €0.74 per ordinary share and €0.8 per preference share, Broadview Industries AG will make up the difference for those shareholders who have tendered their shares as part of the takeover offer. If under the takeover offer, Broadview Industries pays an amount higher than €30.26 per Westag & Getali ordinary share to the shareholders who have tendered their shares into the offer, the price under the share purchase agreement for the 75.5% stake with Gethalia Foundation is increased accordingly. In a related transaction, Broadview Industries entered into a share purchase agreement to acquire approximately 75.5% ordinary shares, representing approximately 40% stake in Westag & Getalit. Combined consideration for both the transactions is €170 million. On May 22, 2018, Broadview Industries AG entered into a shareholder loan agreement with Broadview Industries B.V., under which Broadview Industries B.V., made available to Broadview Industries AG an amount equal to €100.6 million to fulfil its payment obligations under the offer. On May 23, 2018, Broadview Industries AG entered into an account blocking agreement with ABN AMRO Bank N.V., under which an amount of €100.6 million is blocked and reserved and may be released only for the payment of offer costs. The takeover offer is subject to condition precedent of clearance by the competent competition authorities including German Federal Cartel Office, Austrian Federal Competition Authority, Cyprus Commission for the Protection of Competition and Federal Anti-monopoly Service of Russia. The publication of the offer document is subject to the approval from the German Federal Financial Supervisory Authority. As on June 8, 2018, German Federal Financial Supervisory Authority approved the publication of the offer document. As on June 22, 2018, the management Board and the supervisory Board of Westag & Getalit recommended shareholders to accept the offer and declared total consideration to shareholders financially appropriate. The period for accepting the offer is June 11, 2018 to July 9, 2018. As on June 11, 2018, tender offer has commenced. Bernd Wirbel, Reinhold Ernst, Thorsten Mäger, Patrick H. Wilkening, Matthias Cloppenburg, Matthias Cloppenburg, Anja Balitzki, Vicki Treibmann, Moritz Rademacher, Carsten Bormann and Maximilian Wosgien of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisors for Broadview. Oliver Duys, Nikita Tkatchenko, Christoph Rödter, Till Steinvorth and Julia Schmitz of Orrick, Herrington & Sutcliffe Germany acted as legal advisors for Westag & Getalit. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft acted as fairness opinion provider for Board of Westag & Getalit.