10.02.2020
Atlas Copco Germany Holding AG DE0005488100
DGAP-WpÜG: Takeover Offer;
Target company: ISRA VISION AG; Bidder: Atlas Copco Germany Holding AG Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -'WpÜG') Bidder: Atlas Copco Germany Holding AG Langemarckstraße 35 45141 Essen Germany registered in the commercial register of the local court (Amtsgericht) of Essen under HRB 30601 Target: ISRA VISION AG Industriestraße 14 64297 Darmstadt Germany registered in the commercial register of the local court (Amtsgericht) of Darmstadt under HRB 7722 ISIN: DE0005488100 (WKN 548810) Atlas Copco Germany Holding AG (the 'Bidder') decided on February 10, 2020 to make a voluntary public takeover offer to all shareholders of ISRA VISION AG for the acquisition of all non-par value bearer shares in ISRA VISION AG, each share representing a proportionate amount of EUR 1.00 of the share capital of ISRA VISION AG (the 'ISRA Shares') against payment of a cash consideration in the amount of EUR 50.00 per ISRA Share (the 'Takeover Offer'). The Bidder is a wholly-owned subsidiary of Atlas Copco AB. The Bidder, Atlas Copco AB and ISRA VISION AG today entered into a business combination agreement, which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto. Further, the Bidder today entered into definitive agreements with various shareholders of ISRA VISION AG holding an aggregate of approximately 34.9% of the share capital of ISRA VISION AG. On the one hand, shareholders holding approximately 28.8% have irrevocably undertaken to accept the Takeover Offer for all ISRA Shares held by them. In addition, a share purchase agreement was entered into with another shareholder regarding the acquisition of approximately 6.1% against payment of a purchase price of EUR 50.00 per ISRA Share. 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 approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at the Bidder's website www.technology-offer.com. The Takeover Offer will be made subject to, inter alia, the clearance by the cartel authorities and the Committee on Foreign Investment in the United States (CFIUS). The Takeover Offer will not be subject to reaching a minimum acceptance threshold. The Takeover Offer will be made on and subject to the terms and conditions to be set out in the offer document, and the Bidder reserves the right, to the extent permissible by law, to deviate from the above described parameters. Important Notice: This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of ISRA VISION AG. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document only after the German Federal Financial Supervisory Authority has granted approval to publish the offer document. Investors and holders of shares in ISRA VISION AG are strongly advised to read the offer document and all other relevant documents regarding the Takeover Offer when they become available, as they will contain important information. The Takeover Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz - WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Takeover Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in ISRA VISION AG cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. To the extent permissible under applicable law or regulation, the Bidder, its affiliates or its brokers may, directly or indirectly, purchase ISRA Shares outside of the scope of the public Takeover Offer, before, during or after the period in which the offer remains open for acceptance. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. If such purchases or arrangements to purchase are made they will be made outside the United States of America and will comply with applicable law, including the US Securities Exchange Act of 1934. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. Essen, February 10, 2020 Atlas Copco Germany Holding AG End of WpÜG announcement The 10.02.2020 DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart, Hannover, Tradegate Exchange
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Inspektionssysteme , 548810 , ISR , XETR:ISR