| | | | | | | | | | | |
| POLISH FINANCIAL SUPERVISION AUTHORITY | |
| | | | | | | | | | | |
|
| | | UNI - EN REPORT No | 1 | / | 2017 |
| | |
| | | | | | | | | | | |
| Date of issue: | 2017-03-23 | | | | | | | | |
| | | | | | | | | |
| Short name of the issuer | | | | | | | |
| UNIWHEELS AG | |
| | | | | | | | | | |
| Subject | | | | | | | | | | |
| Superior announces tender offer for all shares of UNIWHEELS AG; Superior and UNIWHEELS AG agree on business combination agreement | |
| | | | | | | | |
| Official market - legal basis | | | | | | |
| | |
| | | | | | | | | |
| Unofficial market - legal basis | | | | | |
| | |
| | | | | | | | | | | |
| Contents of the report: | | | | | | | | |
| Current report no. 01/2017 dated 23 March 2017
Subject: Superior announces tender offer for all shares of UNIWHEELS AG; Superior and UNIWHEELS AG agree on business combination agreement
Legal basis: Article 17.1 of Market Abuse Regulation
Report:
The Executive Board of UNIWHEELS AG (the "Company") hereby informs that the Company has been notified today by its major shareholder UNIWHEELS Holding (Malta) Ltd. ("UHM") that UHM has entered into an irrevocable undertaking with Superior Industries International, Inc. ("Superior") to sell all its shares in the Company (representing approximately 61.29% of the current outstanding share capital of the Company) to Superior Industries International AG, a wholly-owned subsidiary of Superior. The Company has further been informed that Superior Industries International AG launched a tender offer to acquire 100% of the Company´s shares (including the shares held by UHM). Superior offers a cash consideration of 235,83 PLN per share in the tender offer, equivalent to the 3-Months VWAP of the Company's shares prior to the announcement of the tender offer. Further details of the tender offer can be found at www.uniwheels.com/uwag/fileadmin/user_upload/PDF/Currentreports/2017/uniwheels_tender_offer.pdf. A successful completion of the tender offer would create one of the largest light vehicle aluminum wheel manufacturers in the world.
The Company's Executive Board further informs that today it has signed a Business Combination Agreement ("BCA") with Superior. The Company has started negotiations with Superior on the BCA on March [15], 2017 and has delayed disclosure of this information to the public in accordance with Article 17.4 of the Market Abuse Regulation. In the BCA, the Company has undertaken, subject to applicable law and certain other requirements, to support the tender offer and to recommend to its shareholders to accept the tender offer in its reasoned statement in accordance with Article 80 of the Polish Public Offerings Act. The BCA also contains the principal terms and conditions of cooperation for the next three years between the Company and Superior. The intent is to support the growth strategy of the Company. The BCA provides that the successful aftermarket business and the trademark rights of the high-value brands ATS, RIAL, ALUTEC and ANZIO remain with the Company. Furthermore, Superior's intention is to maintain the legal domicile of the Company in Bad Dürkheim and the locations of its important operations in Bad Dürkheim, Fußgönheim, Lüdenscheid, Werdohl and Stalowa Wola as well as to substantially maintain the Uniwheels Group's existing level of employment according to the future volume growth. Superior has expressed its trust and confidence in the current members of the Company's Executive Board and will continue to support the Company s Executive Board and key management team.
On behalf of Uniwheels AG:
Oliver Madsen
Head of Investor Relations and Group PR
23 March 2017, 8.50 am
| |
| | | | | | | | | | |
| Annexes | | | | | | | | | | |
| File | Description | |
| | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | UNIWHEELS AG | | |
| | (fullname of the issuer) | | |
| | UNIWHEELS AG | | | | |
| | (short name of the issuer) | | (sector according to clasification
of the WSE in Warsow) | | |
| | 67098 | | Bad Durkheim | | |
| | (post code) | | (city) | | |
| | Gustav-Kirchhoff-Strasse | | 10-18 | | |
| | (street) | | (number) | | |
| | +49 0 63 22 9899 6209 | | +49 0 63 22 9484 481 | | |
| | (phone number) | | | (fax) | | |
| | | | | | |
| | (e-mail) | | | (web site) | | |
| | | | | | |
| | (NIP) | | | (REGON) | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | |
|
SIGNATURE OF PERSONS REPRESENTING THE COMPANY | |
| Date | Name | Position / Function | Signature | |
| 2017-03-23 | Michael Czopp | Executive Assistant CFO | MC | |
| | | | | |
