Miba AG: Mitterbauer Beteiligungs-Aktiengesellschaft plans takeover offer to free-float shareholders and delisting of Miba AG

Miba AG („Miba“) was today informed by its majority shareholder...


Miba AG („Miba“) was today informed by its majority shareholder,

Mitterbauer Beteiligungs-Aktiengesellschaft („MBAG“) about a takeover

offer addressed to free-float shareholders. Furthermore, Miba was

informed that MBAG targets a squeeze-out and a delisting of the Miba

preferred shares from the Vienna Stock Exchange presumably in the fourth

quarter 2015:

“MBAG intends to make a voluntary public offer in accordance with

Sections 4 et seq of the Austrian Takeover Code (“ATC”) to the

shareholders of Miba to purchase all no par value preferred bearer

shares Issue B of Miba which are listed for trading on the Vienna Stock

Exchange (ISIN: AT0000734835). Shares which are already held by the

bidder, parties acting in concert and the treasury shares held by the

target company are excluded from the offer. Accordingly, the offer

relates to 121.233 preferred shares of Issue B which corresponds to

9.33% in the entire share capital of the target company. The offer price

will amount to EUR 550 per preferred share. In accordance with Sections

7, 10 ATC, MBAG will file today an offer document with the takeover

commission. The offer document is expected to be published on or about

July 30, 2015. The offer period will commence upon publication of the

offer and will presumably last three weeks.

MBAG today has approached Miba with its intention to launch squeeze-out

proceedings in accordance with § 1 of the Shareholder-Squeeze-out-Act.

MBAG today has acquired 80,788 preferred shares Issue B without voting

or conversion rights (ISIN: AT0000734835) from MITTERBAUER

Privatstiftung. Accordingly, it owns 870,000 ordinary voting shares

which represent 100% of the voting rights in the shareholders’ meeting

of the target company, 130,000 non-voting preferred bearer shares Issue A

which have a conversion right into ordinary bearer shares and 80,788

non-voting preferred bearer shares Issue B which have no conversion

rights into ordinary bearer shares. This corresponds to a participation

of MBAG in the entire issued share capital of Miba of 83.14%.”