Offeree companyMiba Aktiengesellschaft (FN 107386 x)
OfferorMitterbauer Beteiligungs - Aktiengesellschaft
Acceptance period30 Jul to 20 Aug 2015, 16.hrs. Vienna local time
Offer priceEUR 565.00 per share
Offer volume121,233 preference shares (category B)
Premium22.51% (3m); 28.34% (6m); 33.95% (12m)
Paying agentUniCredit Bank Austria AG, Schottengasse 6-8, 1010 Vienna
Squeeze-out intentIn order to make a squeeze-out of preference shares possible pursuant to § 1 Squeeze-out Act, the Offeror must hold at least 90% of the share capital of the Offeree Company at the time the general shareholders’ meeting convenes to decide on the squeeze-out. Pursuant to § 1 para 2 Squeeze-out Act, the own shares of the Offeree Company, i.e. 97,979 preference shares of issuance B or 7.54% of the share capital, are not considered when calculating the 90% threshold for the squeeze-out (squeeze-out threshold). Thus, the Offeror holds over 1,080,788 (870,000 ordinary shares plus 210,788 preference shares) of the 1,202,021 shares in issue of the Offeree Company (issued but not owned by the Offeree Company). With respect to the squeeze-out threshold, this corresponds to a share of 89.91% of the share capital of the Offeree Company in issue. In order for the Offeror to reach the squeeze-out threshold, it must acquire at least 1,031 preference shares of the Offeree Company prior to the general shareholders’ meeting that decides on the squeeze-out. The Offeror assumes that it will meet the requirement for a squeeze-out pursuant to § 1 Squeeze-out Act and that the shareholder squeeze-out will be completed within three months of the end of the original offer period. The Offeror has already made the necessary preparations to initiate the proceedings pursuant to the Squeeze-out Act. In particular, the Offeror has requested the Offeree Company to transfer the shares of the remaining shareholders to the Offeror pursuant to § 1 para 1 Squeeze-out Act, and the Offeror and the supervisory board of the Offeree Company have already submitted an application with the Court of the Companies Register to appoint an expert for the squeeze-out proceedings pursuant to § 3 para 2 Squeeze-out Act. The Offeror retains the right to refrain from carrying out the squeeze-out in the case of unexpected events with negative effects on the capital market environment or if they have a material negative influence on the industry of the Offeree Company.