DGAP-Adhoc: CANCOM SE passes resolution to launch

CANCOM SE / Key word(s): Offer/Capital Increase 10.10.2013 20:46 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- CANCOM SE passes resolution to launch voluntary public takeover offer to all shareholders of PIRONET NDH AG, and to increase share capital Munich, Germany, 10 October 2013 The Executive Board and Supervisory Board of CANCOM SE have today passed a resolution to make a voluntary public takeover offer to all shareholders of PIRONET NDH AG. The shares that are the subject of the offering are bearer shares in PIRONET NDH AG, which are listed on the Regulated Market of the Frankfurt Stock Exchange (FWB) under ISIN DE0006916406. In return for the share transfer, CANCOM SE intends to offer PIRONET NDG AG shareholders EUR 4.50 per share in cash. The decision to submit a voluntary takeover offer was published by CANCOM SE today in a separate notification in compliance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und �bernahmegesetz - Wp�G), as well as by this announcement. CANCOM SE already holds approximately 13.65 percent of the shares in PIRONET NDG AG. Today CANCOM SE signed written agreements with Felix Höger, CEO of PIRONET NDG AG, and Udo Faulhaber, a member of the company's Executive Board, to purchase the PIRONET shares they currently hold each of a share price of EUR 4.50 per share. These two agreements cover a total of approximately 13.75 percent of PIRONET NDG AG's shares, and will bring CANCOM SE's shareholding to approximately 27.40 percent. The acquisition as well as the voluntary takeover offer of CANCOM SE are subject to the approval of the antitrust authorities. The Executive Board and the Supervisory Board of CANCOM SE also agreed today to increase the company's share capital, using authorized capital, by issuing shares in exchange for cash contributions. Shareholders are to be granted subscription rights. The proceeds of the increase in share capital are partly intended to finance the takeover bid. The Executive and Supervisory Boards intend to decide on the further particulars of the capital increase at a later date. The new shares are to be offered to shareholders in a public offering. The capital increase by means of subscription rights is to be based on a prospectus that has yet to be approved, and is to be managed by Hauck & Aufhäuser Privatbankiers KGaA as the sole lead manager. PIRONET NDH AG, based in Cologne, Germany, is the parent company of a group of IT companies specializing in the cloud computing and content management business segments. The company provides IT resources and business applications as cloud services from its data centers in Germany. The portfolio of services offered by the group also includes planning, integration and operation of local private cloud and IT solutions at customer locations. 10.10.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: CANCOM SE Erika-Mann-Stra�e 69 80636 München Germany Phone: +49-(0)89/54054-0 Fax: +49-(0)89/54054-5119 E-mail: info@cancom.de Internet: http://www.cancom.de ISIN: DE0005419105 WKN: 541910 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------