DGAP-News: ADC attracts combination offer from Atlas Mara

ADC African Development Corporation AG / Key word(s): Offer/Merger 31.03.2014 19:33 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- ADC African Development Corporation AG ("ADC"); ISIN DE000A1E8NW9, is pleased to announce that Atlas Mara Co-Nvest Limited ("Atlas Mara") informed ADC of its decision to make a voluntary public takeover offer to all shareholders of ADC. Atlas Mara and ADC have entered into a Business Combination Agreement that was approved by ADC's management and Supervisory Board, whereby Atlas Mara undertakes to make a share-for-share offer for all outstanding shares in ADC at an exchange ratio of 1.25x Atlas Mara shares (listed on the London Stock Exchange) for each ADC share. Based on Friday's closing price of each stock on their respective stock exchanges at current exchange rates, this ratio reflects a premium of more than 15% to the current ADC share price. ADC shareholders representing 34.1% of the company's shares outstanding have provided irrevocable undertakings to tender their shares into the voluntary share-for-share offer. Atlas Mara listed itself on the London Stock Exchange in December 2013 with the strategic objective of building the premier financial services group with a banking presence in multiple countries across sub-Saharan Africa. The Atlas Mara Board and co-Founders, Bob Diamond and Ashish J. Thakkar, view ADC and its valuable holdings on the sub-Saharan continent as an ideal starting point for its vision of creating a highly scalable banking group, capable of offering a broad range of banking products. The offer will be subject to a minimum acceptance condition of 50% plus one share (on a fully diluted basis). The specific terms and conditions of the offer will be communicated in the offer document. Information from ADC relating to the offer will be published on the Internet under: www.african-development.com/en/investor-relations/investor-information/com bination/ The structure of the transaction also includes conditional purchase agreements with selected shareholders of ADC's portfolio company, BancABC in order to acquire, for cash or shares, BancABC shares representing 50.1% of total shares outstanding for a purchase price of USD 0.82 per share or the equivalent in Atlas Mara shares. The completion of the transaction is conditional upon regulatory approvals and certain conditions precedent. Dirk Harbecke, CEO of ADC commented: "Since its inception, ADC has sought to create value for its shareholders via its investments on the sub-Saharan African continent. Our team has worked exceptionally hard to build not only a portfolio, but also a platform that combines local expertise and knowledge with international capital and networks. Atlas Mara founders and Board share ADC's vision of creating a pan-African banking group and view ADC with its execution expertise on the continent as an ideal structure to launch its activities on the continent. ADC's shareholders can expect an accelerated future growth based on ADC's successful investments and BancABC's regional expertise and existing geographic banking structure and offerings, combined with Atlas Mara's access to capital, liquidity and funding. I, and the rest of the ADC Management team, look forward to the next chapter in ADC's growth. We are confident that a combination with Atlas Mara will accelerate ADC's vision of creating a leading pan-African financial services institution and will be to the benefit of both ADC's shareholders as well as ADC and BancABC employees who are an important element in realizing our vision. Atlas Mara builds on the existing management teams of both ADC and BancABC to drive future growth and expand across sub-Saharan Africa." About ADC ADC African Development Corporation AG (ADC) (ISIN: DE000A1E8NW9; Bloomberg: AZC.GR, www.african-development.com), is a German listed, emerging pan-African banking group. ADC has a strong footprint in Southern Africa via BancABC, a regional commercial banking platform operating in Botswana, Mozambique, Tanzania, Zambia and Zimbabwe as well as exposure to West Africa via Union Bank of Nigeria. In addition to its banking operations, ADC has a private equity portfolio active in growth markets across sub-Saharan Africa. ADC follows an active management approach with a team of experts that comprise operational banking management, investment banking and merchant banking expertise. About Atlas Mara Atlas Mara was formed by Atlas Merchant Capital LLC and Mara Group Holdings Limited and listed on the main market of the London Stock Exchange in December 2013. Atlas Merchant Capital LLC and Mara Group Holdings Limited are led by Bob Diamond and Ashish J. Thakkar, respectively. The stated strategy of the Company is that following an acquisition, it will operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions The Directors believe that there are significant gaps in the market today including the need for capital created by European financial institutions retreating to their home territories due to the sovereign debt crisis and the Basel III regulatory framework at a critical time for growth in Africa. This situation presents opportunities for Atlas Mara to create a financial institution that provides leadership, liquidity, access to investors, product innovation, and technology to support economic growth and strengthen financial systems in Africa. Contact: Investor Relations investor-relations@african-development.com T +49 69 719 12 80 119 31.03.2014 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: ADC African Development Corporation AG Grüneburgweg 18 60322 Frankfurt/Main Germany Phone: +49 69 719 12 80 119 Fax: +49 69 719 12 80 115 E-mail: info@african-development.com Internet: www.african-development.com ISIN: DE000A1E8NW9 WKN: A1E8NW Listed: Freiverkehr in Berlin, Düsseldorf; Frankfurt in Open Market (Entry Standard) End of Announcement DGAP News-Service ---------------------------------------------------------------------------