Voluntary takeover bid - GZ 2004/3/13
|Offeree company||VA Technologie AG (FN 67032b)|
|Offeror||Siemens AG Österreich|
|Acceptance period||13 Dec 2004 to 09 Feb 2005, n.a.|
|Offer price||EUR 65.- per share of VA Technologie AG|
|Offer volume||12,799,584 shares of VA Technologie AG|
|Premium||31.26% (3M), 35.87% (6M), 58.61% (12M)|
(a) After the expiry of the general acceptance period (defined in sect. 2.5.), Siemens holds more than 50% of the shares of shareholders with permanent voting rights (statutory condition).
(b) The antitrust authorities of the European Union, the US and Canada have granted a release for the intended acquisition of the shares (defined in 2.1) or approval - with or without conditions - or the valid blocking orders have expired without one of these antitrust authorities having prohibited the execution of the acquisition of the shares or having filed an application with a court to prohibit such acquisition or having announced it.
(c) see Waiver of condition (c)
(d) No formal proceedings have been initiated for the dissolution or liquidation of VA Technologie AG; no bankruptcy or debt composition proceedings or reorganization proceedings have been initiated against it, and neither have bankruptcy proceedings been dismissed due to lack of assets.
(e) There has been no change to the articles of association of VA Technologie AG of 21 September 2004 (including a possible increase of the share capital by issuing new shares from the approved capital) with the exception of modifications to the version or the suspension of maximum voting rights pursuant to item (c) above or amendments to the articles of association adopted by the general shareholders’ meeting or extraordinary shareholder’s meeting with the votes of the shareholder STB (as defined in sect. 1.1.1) (or of a Siemens company that acquires the shares of VA Technologie AG from STB).
(f) At the end of the general acceptance period, Siemens holds more than the minimum 90% of the shares issued by VA Tech at this time.
|Paying agent||Bank Austria Creditanstalt AG, A-1030, Vordere Zollamtsstraße 13|
|Share held by Offeror prior to announcement of bid|
|Waiver of condition (c)||(c) § 19 para 1 sentence 2 to sentence 6 of the articles of association of VA Technologie Aktiengesellschaft of 21 Sept 2004 (maximum voting rights) are repealed without replacement by resolution of the general shareholders’ meeting or by an extraordinary shareholders’ meeting of VA Technologie Aktiengesellschaft at the latest possible point in time for such waiver of this condition and the amendement to the articles of association must be registered in the Companies Register.|
|Addition of the condition (f) on 26 January 2005||(f) At the end of the general acceptance period, Siemens holds at least 90% of the shares issued at this time.|