Ad-hoc | 20 March 2013 20:41
Gildemeister Aktiengesellschaft / Key word(s): Alliance/Corporate Action
20.03.2013 20:41
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.
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GILDEMEISTER and Mori Seiki deepen their cooperation -
Increase of Mori Seiki's stake through two capital increases and increase
of GILDEMEISTER's stake in Mori Seiki
Bielefeld, March 20, 2013 - GILDEMEISTER Aktiengesellschaft, Bielefeld
(ISIN DE0005878003) plans to further deepen its long-standing cooperation
with Mori Seiki Co., Ltd., Nagoya (Japan), which began in 2009. A
corresponding cooperation agreement was signed by both companies today.
According to this agreement, Mori Seiki's stake in GILDEMEISTER is to be
increased in the near term to 24.9% of the voting shares (calculated on the
basis of the ordinary share capital not counting the 1,805,048 own shares
held by GILDEMEISTER and equal to a stake of 24.33% in the total share
capital). GILDEMEISTER, in turn, has a right to increase its participation
in Mori Seiki to 10.1%.
The increase of Mori Seiki's stake in GILDEMEISTER is expected to take
place through a combination of capital increases for cash and contributions
in kind. In the first step, Mori Seiki is to contribute shares in companies
in the important markets of Japan and the United States to GILDEMEISTER and
in exchange is to receive a total of up to 3,247,162 new shares in
GILDEMEISTER (up to approx. 5.40% of the existing share capital) through a
capital increase for contributions in kind. Through this capital increase,
Mori Seiki will increase its stake in GILDEMEISTER up to a shareholding
equal to up to 24.9% of the then-existing voting shares (equal to a stake
of up to 24.19% in the then-existing total share capital). In the second
step, all shareholders will have the opportunity to participate in a
capital increase for cash with subscription rights in order to continue to
share in the development of GILDEMEISTER. Mori Seiki plans to exercise all
of its subscription rights in the capital increase for cash and to acquire,
if necessary, additional shares in a limited amount in order to maintain
its stake of 24.9% in the voting shares (which will represent 24.33% of the
then-existing total share capital). The total amount of both capital
increases will not exceed 30% of the current share capital.
The Cooperation Agreement further provides for the establishment of a Joint
Committee with equal representation to consult on the expansion of the
companies' cooperation. In addition, a mutual corporate name change to 'DMG
MORI SEIKI AKTIENGESELLSCHAFT' and 'DMG MORI SEIKI Co., Ltd.' is planned.
GILDEMEISTER plans to request shareholder approval of this name change at
its next ordinary general meeting in 2013.
Both companies agree that the planned steps are important milestones in the
long-term corporate strategies of the companies to further integrate their
operations. The planned deepening of their cooperation, including the
measures described above, are subject to approval by the responsible
competition authorities due to the resulting acquisition of control as
defined in competition law.
Financial advisor of the overall transaction is Berenberg Bank.
GILDEMEISTER Aktiengesellschaft
The Executive Board
This document does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities. Neither this document nor the information
contained herein is for distribution in or into the United States of
America (including its territories and dependencies, any State of the
United States and the District of Columbia) (the 'United States') and must
not be distributed to U. S. persons (as defined in Regulation S under the
U. S. Securities Act of 1933, as amended (the 'Securities Act')) or to
publications with a general circulation in the United States. This document
does not constitute an offer or invitation to purchase any securities in
the United States. The securities of GILDEMEISTER Aktiengesellschaft have
not been and will not be registered under the Securities Act and may not be
offered, sold or delivered in the United States or to U. S. persons absent
registration or an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities in the United
States.
20.03.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Gildemeister Aktiengesellschaft
Gildemeisterstraße 60
33689 Bielefeld
Germany
Phone: +49 (0)5205 74 30-01
Fax: +49 (0)5205 74 30-81
E-mail: info@gildemeister.com
Internet: www.gildemeister.com
ISIN: DE0005878003
WKN: 587800
Indices: MDAX
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard); Freiverkehr in Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
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