Munich (ots) -
- Intention to launch voluntary public tender offer for all outstanding preference shares of WMF - Cash offer to all holders of preference shares of EUR 53 per share - Offer represents a premium of about 11 percent on the volume weighted three-month average price of Opera's preference shares. Moreover, it represents a premium of 67 percent on the price that KKR paid for the WMF preference shares in the course of the voluntary public takeover offer in 2012
18. Juni 2014 - Finedining Capital GmbH, a holding company indirectly controlled by funds advised by KKR (together with affiliates, "KKR"), today announced its intention to launch a voluntary public tender offer for all outstanding preference shares (ISIN DE0007803033) of WMF AG ("WMF"). WMF is a global market leader for professional coffee machines and a European market leader for kitchen and tableware.
The offer price will be EUR 53 per share. Under the terms of the public tender offer, holders of WMF preference shares will receive a premium of about 11 percent on the estimated volume weighted three-month average price of WMF's preference shares (1). The offer also represents a premium of 67 percent on the price that KKR paid for the WMF preference shares in the course of the voluntary public takeover offer in 2012.
FIBA Beteiligungs- und Anlage GmbH ("FIBA") as the other major shareholder alongside KKR in WMF, supports KKR in its strategy. The two parties today entered into an agreement that establishes the framework for the further strategic development of WMF AG. KKR and FIBA will combine their shareholdings in WMF in a holding structure, if the public tender offer is executed and anti-trust clearance is given. KKR will remain in control. Today, KKR holds 71.56 percent and FIBA 25.07 percent of the voting rights in WMF. In addition, KKR holds 6.56 percent of the preference shares of WMF.
The aim is to achieve a participation of at least 90 percent of WMF's stated capital to implement a squeeze-out of the minority shareholders against payment of an adequate cash compensation. Hence, the offer will be subject to the condition that through the offer and the combination of KKR's and FIBA's shares, a shareholding quota of 90 percent is reached. This can be reached if circa 75 percent of preference shares - excluding the ones currently held by KKR - will be tendered into the offer or acquired at the same time. In addition, the offer is subject to clearance by the relevant regulatory bodies.
KKR and FIBA agree that the intended simplification of the corporate structure is for the benefit of WMF and that the new structure will help WMF to continue the company's long-term growth strategy initiated by the management. Being publicly listed does currently not entail considerable advantages for WMF as it binds significant management time.
The public tender offer will only be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). The offer document will be published following receipt of permission from BaFin, at which point the public tender offer will commence. The offer document and other information pertaining to the public tender offer will be made available at a later date in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) on the following website: www.finedining-offer.com.
WMF AG preference shares are listed on the regulated market (regulierter Markt) - General Standard - on the Frankfurt Stock Exchange and on the regulated market (regulierter Markt) on the Stuttgart Stock Exchange under ISIN DE0007803033.
[(1) The final volume weighted three-month average price will be determined by BaFin.]
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About KKR
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global investment firm with $102.3 billion in assets under management as of March 31, 2014. With offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. Moreover, portfolio companies benefit from KKR's extensive global network as well as access to the global capital markets. KKR & Co. L.P. is publicly traded on the New York Stock Exchange (NYSE: KKR). "KKR", as used in this release, includes its subsidiaries, their managed investment funds and accounts, and/or their affiliated investment vehicles, as appropriate.
KKR has invested over $4.4 billion in 16 private equity transactions in Germany since 1999. Across its current portfolio of companies globally, 30 have operations in Germany, employing more than 34,000 people in the country. The current portfolio includes companies such as Kion, WILD Flavors and Versatel.
For additional information, please visit KKR's website at www.kkr.com.
Disclaimer and Forward-Looking Statement
This release is neither an offer to purchase nor a solicitation of an offer to sell WMF AG shares or any other security. The offer document and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and shareholders of WMF AG are advised to read all documents relevant to the public tender offer to be published by Finedining Capital GmbH because they will contain important information. Investors and shareholders of WMF AG will be able to receive the offer document as well as other documents pertaining to the offer from the website www.finedining-offer.com once these become available.
To the extent permissible under applicable law or regulation, Finedining Capital GmbH or its brokers may purchase, or conclude agreements to purchase, shares of WMF AG directly or indirectly, outside the public tender offer, before, during or after the period in which the offer remains open for acceptance. These transactions may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed to the extent required by applicable law or regulation in Germany or in the United States.
This release may contain forward-looking statements, including such related to the public tender offer, the expected future business of WMF AG, Finedining Capital GmbH and other entities, and the expected benefits to customers, employees and shareholders. These statements are based on the current expectations of the management of Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG and are inherently subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. The potential risks, uncertainties and changes in circumstances that could cause actual results to differ from those expected include, among others, risks related to the settlement of the public tender offer and the failure of the market to develop as expected. Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
Originaltext: Finedining Capital GmbH digital press kits: http://www.presseportal.de/pm/113795 press kits via RSS: http://www.presseportal.de/rss/pm_113795.rss2
Contact: KKR:
Dominik Veit
Telefon: +49(0)69 92187487
E-Mail: dveit@heringschuppener.com
- Intention to launch voluntary public tender offer for all outstanding preference shares of WMF - Cash offer to all holders of preference shares of EUR 53 per share - Offer represents a premium of about 11 percent on the volume weighted three-month average price of Opera's preference shares. Moreover, it represents a premium of 67 percent on the price that KKR paid for the WMF preference shares in the course of the voluntary public takeover offer in 2012
18. Juni 2014 - Finedining Capital GmbH, a holding company indirectly controlled by funds advised by KKR (together with affiliates, "KKR"), today announced its intention to launch a voluntary public tender offer for all outstanding preference shares (ISIN DE0007803033) of WMF AG ("WMF"). WMF is a global market leader for professional coffee machines and a European market leader for kitchen and tableware.
The offer price will be EUR 53 per share. Under the terms of the public tender offer, holders of WMF preference shares will receive a premium of about 11 percent on the estimated volume weighted three-month average price of WMF's preference shares (1). The offer also represents a premium of 67 percent on the price that KKR paid for the WMF preference shares in the course of the voluntary public takeover offer in 2012.
FIBA Beteiligungs- und Anlage GmbH ("FIBA") as the other major shareholder alongside KKR in WMF, supports KKR in its strategy. The two parties today entered into an agreement that establishes the framework for the further strategic development of WMF AG. KKR and FIBA will combine their shareholdings in WMF in a holding structure, if the public tender offer is executed and anti-trust clearance is given. KKR will remain in control. Today, KKR holds 71.56 percent and FIBA 25.07 percent of the voting rights in WMF. In addition, KKR holds 6.56 percent of the preference shares of WMF.
The aim is to achieve a participation of at least 90 percent of WMF's stated capital to implement a squeeze-out of the minority shareholders against payment of an adequate cash compensation. Hence, the offer will be subject to the condition that through the offer and the combination of KKR's and FIBA's shares, a shareholding quota of 90 percent is reached. This can be reached if circa 75 percent of preference shares - excluding the ones currently held by KKR - will be tendered into the offer or acquired at the same time. In addition, the offer is subject to clearance by the relevant regulatory bodies.
KKR and FIBA agree that the intended simplification of the corporate structure is for the benefit of WMF and that the new structure will help WMF to continue the company's long-term growth strategy initiated by the management. Being publicly listed does currently not entail considerable advantages for WMF as it binds significant management time.
The public tender offer will only be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). The offer document will be published following receipt of permission from BaFin, at which point the public tender offer will commence. The offer document and other information pertaining to the public tender offer will be made available at a later date in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) on the following website: www.finedining-offer.com.
WMF AG preference shares are listed on the regulated market (regulierter Markt) - General Standard - on the Frankfurt Stock Exchange and on the regulated market (regulierter Markt) on the Stuttgart Stock Exchange under ISIN DE0007803033.
[(1) The final volume weighted three-month average price will be determined by BaFin.]
###
About KKR
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global investment firm with $102.3 billion in assets under management as of March 31, 2014. With offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. Moreover, portfolio companies benefit from KKR's extensive global network as well as access to the global capital markets. KKR & Co. L.P. is publicly traded on the New York Stock Exchange (NYSE: KKR). "KKR", as used in this release, includes its subsidiaries, their managed investment funds and accounts, and/or their affiliated investment vehicles, as appropriate.
KKR has invested over $4.4 billion in 16 private equity transactions in Germany since 1999. Across its current portfolio of companies globally, 30 have operations in Germany, employing more than 34,000 people in the country. The current portfolio includes companies such as Kion, WILD Flavors and Versatel.
For additional information, please visit KKR's website at www.kkr.com.
Disclaimer and Forward-Looking Statement
This release is neither an offer to purchase nor a solicitation of an offer to sell WMF AG shares or any other security. The offer document and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and shareholders of WMF AG are advised to read all documents relevant to the public tender offer to be published by Finedining Capital GmbH because they will contain important information. Investors and shareholders of WMF AG will be able to receive the offer document as well as other documents pertaining to the offer from the website www.finedining-offer.com once these become available.
To the extent permissible under applicable law or regulation, Finedining Capital GmbH or its brokers may purchase, or conclude agreements to purchase, shares of WMF AG directly or indirectly, outside the public tender offer, before, during or after the period in which the offer remains open for acceptance. These transactions may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed to the extent required by applicable law or regulation in Germany or in the United States.
This release may contain forward-looking statements, including such related to the public tender offer, the expected future business of WMF AG, Finedining Capital GmbH and other entities, and the expected benefits to customers, employees and shareholders. These statements are based on the current expectations of the management of Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG and are inherently subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. The potential risks, uncertainties and changes in circumstances that could cause actual results to differ from those expected include, among others, risks related to the settlement of the public tender offer and the failure of the market to develop as expected. Finedining Capital GmbH and persons acting jointly therewith pursuant to section 2 para. 5 WpÜG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
Originaltext: Finedining Capital GmbH digital press kits: http://www.presseportal.de/pm/113795 press kits via RSS: http://www.presseportal.de/rss/pm_113795.rss2
Contact: KKR:
Dominik Veit
Telefon: +49(0)69 92187487
E-Mail: dveit@heringschuppener.com