Not for publication, communication or distribution to U.S. Persons or citizens of the Republic of Italy or persons in the U.S.A. or Italy (see further restrictions in the section "Offer Restrictions" below).
Bertelsmann announces cash offer for Profit Participation Certificates issued 2001
- Offer price of 180 percent includes premium of 21 percentage points
- Offer for up to 150 million euro aggregate par value
- Offer period ends on February 22, 2010
- Optimization of capital structure
Bertelsmann AG, the international media company, today announces its cash offer for the profit participation certificates issued in 2001 (profit participation certificate 2001) and invites the certificateholders to submit offers to sell. The solicitation gives certificateholders the possibility to offer the profit participation certificates 2001 at a price of 180 percent for sale to Bertelsmann and thus receive a premium of 21 percentage points on the closing price as per February 1, 2010. The offer price exceeds the average price of the past twelve months by about 48 percentage points and the maximum price of the past 16 months.
The target amount of this solicitation of offers to sell is limited to an aggregate nominal value of profit participation certificates 2001 of EUR 150 million. Bertelsmann will be able to optimize its capital structure through the transaction since the profit participation certificate has lost its original function as an equity instrument, inter alia due to the implementation of international accounting standards. The profit participation certificate 2001 (ISIN DE0005229942,
WKN 522994) is admitted to trading in the regulated market (“Regulierter Markt”) of the Frankfurt Stock Exchange and Düsseldorf Stock Exchange.
Thomas Rabe, Chief Financial Officer at Bertelsmann, said: “The public purchase offer and the significant premium are supposed to ensure that the offer attracts the largest possible number of certificateholders. We address, in particular, those certificateholders who consider the premium offered by us as attractive based on the price performance of the past months. As many other companies, we exploit the current market environment in order to optimize our capital structure and reduce our capital costs. The profit participation certificate is an instrument that requires a lot of explanation to foreign investors and it is not accounted for as equity anymore. Of course, it will be at the choice of each investor whether or not to accept the offer but we consider the offer as attractive“.
The profit participation certificate 2001 has not been used for the purpose of employee profit sharing since 2003. Since then, profit sharing at Bertelsmann is granted either in cash or through payments to a pension fund.
The offer will be funded from existing cash balances. Bertelsmann will continue to raise funds in the capital markets in the future. “We have been and will be a significant bond issuer in the media sector in Europe“, Rabe said.
The terms and conditions for the submission of offers to sell the profit participation certificate 2001 are set out in the Tender Offer Memorandum dated February 2, 2010 (the “Memorandum”). This Memorandum is available at the Tender Agent and the Dealer Manager (see below) and on the website of Bertelsmann AG (http://investor.bertelsmann.com). The Memorandum comprises important information which should be read carefully before any decision is made with respect to the solicitation of offers to sell.
The purchase price already includes the anticipated profit distribution (“Ausschüttung”) for the fiscal year 2009 that would be payable in 2010. Therefore, no separate payment in respect of the profit distribution for the fiscal year 2009 will be made on profit participation certificates 2001 purchased by Bertelsmann AG.
Certificateholders will be able to submit their offer to sell at the specified purchase price in the manner specified in the Memorandum electronically through Clearstream Banking, Frankfurt am Main, from and including February 2, 2010 to (and including) 5:00 p.m. (Frankfurt am Main time) on February 22, 2010 (the “Offer Period”) respectively are requested to consult their custodian bank (“Depotbank”).
An offer to sell can be accepted by Bertelsmann, if no extension of the Offer Period has occurred, on February 23, 2010 (the “Acceptance Date”). However, Bertelsmann is not obliged to accept any offers to sell.
Bertelsmann intends to accept offers to sell only up to an aggregate nominal value of profit participation certificates 2001 of EUR 150 million. Bertelsmann reserves its right to increase such maximum amount. If the aggregate nominal value of all validly submitted offers to sell exceeds the maximum amount, Bertelsmann may accept a reduced portion of each validly submitted offer to sell to be determined on a pro rata basis.
The expected timetable of the purchase offer is as follows (all times are Frankfurt am Main time):
Announcement date and commencement of Offer Period: February 2, 2010
Expiration Date: February 22, 2010, 5:00 p.m.
Acceptance Date: February 23, 2010
Announcement of Result of purchase offer As soon as practicably possible following the Acceptance Date
Settlement Date: March 1, 2010
Deutsche Bank AG, London Branch, is acting as Dealer Manager in connection with this solicitation of offers to sell. Further information on the repurchase are available at Bertelsmann AG, Carl-Bertelsmann-Straße 270, 33311 Gütersloh (Website: http://investor.bertelsmann.com,
e-mail: genussschein@bertelsmann.de, Phone: +49 – 52 41 – 80 – 40 600) and at Deutsche Bank AG (e-mail: liability.management@db.com or xchange.offer@db.com,
Phone: +49 – 69 – 910 36 032 or +44 – 207 – 547 50 00).
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| Genussschein_engl.pdf | 85 kB |
