UNI - EN REPORT No6/2017
Current report no. 06/2017 dated 8 June 2017
Subject: Information regarding delisting of the Company and other structural measures
Legal basis: Article 17.1 of Market Abuse Regulation
The Executive Board of UNIWHEELS AG (the "Company") hereby informs that today the Company received a letter issued by its majority shareholder Superior Industries International Germany AG (“Superior”) pursuant to which Superior intends to proceed with the following transactions regarding the Company:
- launching a delisting offer for, and proceeding with the delisting of, the shares of the Company from the Warsaw Stock Exchange;
- implementing a domination and profit and loss transfer agreement pursuant to Section 291 German Stock Corporation Law (AktG); and
- acquiring the free float of 7.71% by merging the Company into Superior and squeezing out minority shareholders pursuant to Section 62 para 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in connection with Sec. 327a et seq. AktG.
In this context, Superior requested the Company to subject the delisting to a shareholder vote during the upcoming shareholders’ meeting (i.e. the annual shareholders' meeting to be held on August 1, 2017), to commence negotiations with Superior with respect to the merger agreement and the domination and profit and loss transfer agreement and, subsequently, to convene an extraordinary shareholders’ meeting later this year in order to adopt resolutions required for the implementation of the merger squeeze-out and the domination and profit and loss transfer agreement.
In connection with the likely delisting, minority shareholders will have the opportunity to tender their shares in line with mandatory Polish law and the applicable minimum price rules. This would include a price not lower than the price paid by Superior to all Company shareholders in the public takeover offer which recently closed. Minority shareholders may also choose to exit the Company later based either under the domination and profit and loss transfer agreement or under the merger squeeze-out procedure. In such case, they are entitled to receive adequate compensation pursuant to Sec. 305 AktG and Sec. 327a et seq. AktG Act respectively. The domination and profit and loss transfer agreement must alternatively provide for an adequate fixed dividend. The amounts of compensation under the domination and profit and loss transfer agreement and under the merger squeeze-out, the fixed dividend under the domination and profit and loss transfer agreement and the exchange ratio under the merger must be determined based on a valuation of the Company and will be audited by an independent firm of chartered accountants to be selected and appointed by the competent
German court. Both the merger squeeze-out and the domination and profit and loss transfer agreement will only become effective upon registration in the commercial register.
On behalf of UNIWHEELS AG:
Head of Investor Relations and Group PR
67098 Bad Dürkheim
Main Market (Rynek Glówny) of Warsaw Stock Exchange