DGAP-News: AVIC International Beijing Company Limited

DGAP-News: AVIC International Engineering Holdings PTE LTD / Key word(s): Offer AVIC International Beijing Company Limited Announces Publication of Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG 21.11.2013 / 15:23 --------------------------------------------------------------------- AVIC International Beijing Company Limited Announces Publication of Voluntary Public Takeover Offer for Shares in KHD Humboldt Wedag International AG * Offer price of EUR 6.45 per share in KHD Humboldt Wedag International AG ('KHD') * Acceptance period runs from November 21 to December 19, 24.00 hrs (CET) * Offer document approved by BaFin on November 20 Beijing, November 21, 2013 - AVIC International Beijing Company Limited ('AVIC') is pleased to announce the following: AVIC International Engineering Holdings Pte. Ltd. ('AVIC Engineering'), an indirectly wholly-owned subsidiary of AVIC, jointly with Europe Project Management Pte. Ltd., Europe Technology Pte. Ltd. and Europe Engineering Holdings Pte. Ltd., has published today the offer document for the voluntary public takeover offer to the shareholders of KHD to acquire all shares in KHD (ISIN DE0006578008/WKN 657800). The joint bidders offer a cash consideration of EUR 6.45 per KHD share. The offer price includes a premium of approx. 35% on the weighted average domestic stock exchange price for KHD shares in the three-month period prior to the publication of the decision to launch the takeover offer on October 11. Shareholders of KHD Humboldt Wedag International AG can accept the offer as of now and tender their shares until December 19, 2013, 24.00 hrs (Central European Time). Further information on the offer and its acceptance is available in the offer document which has been approved by the Federal Financial Supervisory Authority (BaFin) pursuant to Securities Acquisition and Takeover Act ('WpÃ?G'). It is made available for download on the internet at www.avicgo1.de. AVIC already indirectly owns a total of approx. 20% of the shares in KHD through its subsidiary Max Glory. Additionally, on October 11 AVIC Engineering entered into share purchase agreements with IAT Reinsurance Company Ltd., Occidental Fire & Casualty Company of North Carolina, Harco National Insurance Company, Transguard Insurance Company of America, Inc., Acceptance Casualty Insurance Company, Acceptance Indemnity Insurance Company, Bermuda Partners, L.P., Wilshire Insurance Company Ltd., JC Kellogg Foundation, MFC Industrial Ltd., True Heritage Limited and Peter and Cynthia Kellogg Foundation as sellers for the purchase of in the aggregate 19.03% of the shares in KHD. The share purchase agreements are all still subject to the same condition precedent as the offer, so that the respective KHD shares have not yet been transferred. The takeover offer is subject to the condition precedent of Turkish merger control clearance. The takeover offer is not conditional upon a minimum acceptance level. AVIC views its commitment as long term. The primary aim of AVIC is to maintain and extend the business activity of KHD and its subsidiaries. In order to strengthen existing business areas of KHD, it is intended to contemplate further acquisitions, domestic and abroad. The successful implementation of the offer is not intended to have any effect on the employees of KHD and its subsidiaries. The employment relationships and employment conditions of the employees of KHD Group as well as the operational structure are intended to remain unaffected by the completion of the offer. Mr Diao, president of AVIC, outlines the possible benefits: 'The integration of KHD in our worldwide operating AVIC Group would be a win-win-situation. We would benefit from the innovative power of a global leader in cement plant technology, equipment, and services. And KHD and its worldwide employees, customers, suppliers and financing partners would benefit from a stable shareholder base and numerous synergies. To summarize briefly: It is the next step on the way to realize the vision of having a world-wide corporate culture of operational excellence and commitment.' If not all of the current KHD shareholders will decide to sell their shares, AVIC will support KHD as its lead shareholder. About AVIC The AVIC Group ranks 212 amongst Fortune Global 500. Its business units cover, amongst others, defense, transport aircraft, engine, helicopter, avionics and systems, general aviation, aviation research, flight test, trade and logistics, assets management, finance services, engineering planning and construction and engineering, procurement and construction, automobile and shipping. Furthermore, the AVIC Group is engaged in air-conditioning equipment, general electronics, recycling, alternative energy, aircraft rental service, transportation and logistics, medical care, construction, real estate development, shopping malls and other sectors of the service industry. It owns more than 2,000 member companies, over 25 listed companies and has approximately 400,000 employees. For further information please go to www.avic.com.cn. Contact AVIC: Ms Ada Zhang T: +86 10 849 71051 E: zhangm@caticbj.com.cn Important legal information / Disclaimer This announcement does not constitute an invitation to make an offer to sell KHD Shares. With the exception of the offer document, announcements do not constitute an offer to purchase KHD shares and are not for the purposes of the bidders making any representations or entering into any other binding legal commitments. An offer to purchase shares in KHD Humboldt Wedag International AG is solely made by the offer document as approved by the Federal Supervisory Authority (BaFin) and is exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described in this announcement. To the extent legally permissible, the bidders reserve the right to change the terms and conditions of the Takeover Offer. KHD Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer, since they contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the Takeover Offer itself. The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÃ?G and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer ('WpÃ?G Offer Regulation'). The Takeover Offer is not executed according to the provisions of jurisdictions (including the jurisdictions of the United States of America, Canada, Australia, and Japan) other than the Federal Republic of Germany. Thus, except for the merger control clearance procedure before the Turkish competition authority and the approvals of The Stock Exchange of Hong Kong Limited as described in the offer document, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. KHD Shareholders cannot refer to provisions for the protection of investors of jurisdictions other than those of the Federal Republic of Germany. Any agreement that is concluded on the basis of the acceptance of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and shall be interpreted in accordance with them. End of Corporate News --------------------------------------------------------------------- 21.11.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 241085 21.11.2013