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%.”
