Possible delisting of Frauenthal Holdin AG by means of a merger with an unlisted subsidiary (Aktiengesellschaft)
Vienna, Oktober 28th 2016
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 advantageous for business performance
Ongoing analysis of the Frauenthal Group’s strategy and potential strategic options – primarily add-on acquisitions in the Frauenthal Trade and Frauenthal Automotive divisions, as well as the acquisition of a third division – has revealed that delisting would be beneficial for the Group in performance terms for a number of reasons. Firstly, the disclosure requirements for listed companies represent a competitive disadvantage, as the majority of the Group’s competitors are not listed. Secondly, the removal of such reporting and disclosure obligations – especially in view of increasing regulatory demands – and of the related organisational requirements is expected to result in significant cost savings.
Delisting will only take place if a merger can be carried out without the offer of a cash settlement in the meaning of section 234b Aktiengesetz (Austrian Companies Act) (or comparable provisions); a squeeze-out is not an option.
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 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.
Mandatory public offer from Ventana Holding GmbH of EUR 11.06 per share, valid until 30 November 2016
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 [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.
According to Martin Sailer: “Our shareholders should have the opportunity to carefully examine the available options. This refers not only to the current mandatory public offer from Ventana Holding GmbH regarding acquisition of the Frauenthal Holding AG shares in free float at a price of EUR 11.06 by 30 November 2016, but also to the possibility of delisting by means of a merger.”
Frauenthal’s plans are based on the currently applicable legal position, and therefore may change in line with any future legislative amendments.
Once the Supreme Court publishes its ruling in the pending proceedings, and depending on the outcomes of the ruling, Frauenthal will inform shareholders of any further developments in connection with a possible delisting.
Tel: 01 505 42 06
Mag. Erika Hochrieser
Dr. Martin Sailer