Frauenthal Holding AG
Possible delisting of Frauenthal Holding AG by means of a merger with an unlisted subsidiary (Aktiengesellschaft)
The Executive and Supervisory Boards of Frauenthal Holding AG (Frauenthal) today decided to begin preparations for the delisting of Frauenthal Holding AG shares (ISIN: AT0000762406) by means of a reorganisation (merger into a fully-owned subsidiary established as an Aktiengesellschaft, or public limited company) in accordance with the conditions specified below.
Delisting would be advantageous for the company for a number of reasons – in addition to substantial cost savings (owing to the removal of reporting and disclosure obligations and organisational requirements), this would also help to avoid the disadvantages as against unlisted competitors resulting from disclosure obligations.
Proceedings in relation to another listed company have been pending at the Supreme Court since the end of September 2016, in which the court is expected to rule on the admissibility of delisting by means of a merger with a subsidiary public limited company. At present, the timing of the decision and the court’s findings are not foreseeable.
If the court rules that this form of delisting without the offer of a cash settlement in the meaning of section 234b Aktiengesetz (Austrian Companies Act) (or comparable provisions) is permissible, and on the basis of this ruling the delisting of Frauenthal is permitted by means of a merger either (i) without any offer to shareholders regarding the sale of their shares, or (ii) with an offer, but not on financial terms different to those contained in the currently valid mandatory public offer from Ventana Holding GmbH, Frauenthal will submit a resolution to the annual general meeting proposing such a reorganisation in order to achieve delisting. As part of the merger, Frauenthal shareholders’ interests would be replaced by shares in the Frauenthal subsidiary public limited company. These shares would not be listed on a stock exchange, which would restrict liquidity.
Frauenthal explicitly points out that shareholders currently have the choice to accept the mandatory public offer from Ventana Holding GmbH and to sell their shares to Ventana Holding GmbH. The aim of this offer (pursuant to section 22ff Übernahmegesetz [Austrian Takeover Act]) is to acquire all shares currently in free float, i.e. to acquire up to 1,535,767 no par bearer shares in Frauenthal Holding AG (ISIN: AT0000762406) at a price of EUR 11.06 per share. The statutory deadline for acceptance of the offer (pursuant to section 19(3)(1) Austrian Takeover Act) expires on 30 November 2016.
Details of the offer, the opinions of the governing bodies of Frauenthal as the target company, and the report of the target company’s expert are available from the Frauenthal website (www.frauenthal.at) and the website of the Austrian Takeover Commission (www.takeover.at). Documents are also available from Erste Bank in its role as the paying agent.
Frauenthal’s plans are based on the currently applicable legal position, and therefore may change in line with any future legislative amendments.
Frauenthal’s core shareholders have given notification that they would in principle approve of delisting by way of a merger. A further announcement by Ventana Holding GmbH on the current mandatory public offer for Frauenthal shares is expected on Monday 31 October 2016.
Irrespective of the question of delisting by means of a merger, the Frauenthal Executive and Supervisory Boards expressly reserve the right to examine options for strengthening Frauenthal’s equity with a view to achieving the company’s growth targets.
Frauenthal Holding AG
Dr. Martin Sailer
Mag. Erika Hochrieser
Tel. +43 (0)1 505 42 06
ISINs: AT0000762406 (ordinary shares)