Publication of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and 3 in conjunction with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)
Bidder:
Blitz 21-821 AG (in future: Rhine Rail Investment AG)
c/o Latham & Watkins LLP
Dreischeibenhaus 1
40211 Duesseldorf
Germany
Registered with the commercial register of the local court of Munich under HRB 262996
Target:
Aves One AG
Große Elbstraße 61
22767 Hamburg
Germany
Registered with the commercial register of the local court of Hamburg under HRB 124894
WKN A16811 / ISIN DE000A168114
On August 6, 2021, Blitz 21-821 AG (in future: Rhine Rail Investment AG) (the "Bidder") decided to make a voluntary public takeover offer to all shareholders of Aves One AG (the "Company") for the acquisition of all non-par value registered shares in the Company (ISIN DE000A168114), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the "Aves Shares") against payment of a cash consideration in the amount of EUR 12.80 per Aves Share (the "Takeover Offer").
The Bidder today entered into an investment agreement with the Company, which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto. Additionally, the Bidder entered into agreements on the acceptance of the Takeover Offer with shareholders of the Company in total holding more than 85 % of the Aves Shares pursuant to which such shareholders, each individually, irrevocably undertook to accept the Takeover Offer.
The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to do so on the internet at the Bidder's website http://www.rocket-offer.com.
The consummation of the Takeover Offer will be subject to certain conditions, which may include reaching a minimum acceptance threshold of 85% of the Aves Shares, granting of merger control clearances and other customary conditions.
Furthermore, the Takeover Offer will be made on and subject to the terms and conditions set out in the offer document, however, the Bidder reserves the right, to the extent permissible by law, to deviate from the described parameters.
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The definitive terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of shares in the Company are strongly advised to read the offer document and all other documents regarding the Takeover Offer when they become available, as they will contain important information.
The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. takeover laws. Any contract concluded on the basis of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
Duesseldorf, August 6, 2021
Blitz 21-821 AG (in future: Rhine Rail Investment AG)
End of WpÜG announcement
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