DGAP-Ad-hoc: Scout24 AG / Key word(s): Offer
Scout24 AG: Decision to pursue a joint voluntary Public Takeover Offer by Hellman & Friedman / Blackstone and signing of an Investment Agreement as a Strategic Partner of Scout24 AG
BidCo will offer EUR 46.00 per Scout24 share in cash to all shareholders of Scout24 AG. This corresponds to a premium of approximately 27.4% to the unaffected share price as of 13 December 2018 of EUR 36.10, and an approximate 24.4% premium to the unaffected 3-month volume-weighted average share price. The offer price implies an equity value of Scout24 AG of approximately EUR 4.9 billion and an enterprise value of approximately EUR 5.7 billion.
The Takeover Offer will be subject to a minimum acceptance threshold of 50% plus one share. Furthermore, the Takeover Offer will be subject to a market MAC (no decline of the DAX 30 by more than 27.5%) and other customary conditions, in particular merger control clearance.
After diligent and thorough evaluation both the Management Board and the Supervisory Board of Scout24 AG have reached the conclusion to support the Takeover Offer. Against this background, Scout24 AG and BidCo today have concluded an investment agreement (Investment Agreement). This agreement addresses inter alia the Takeover Offer and the formation of a strategic partnership.
In compliance with their obligations under statutory law the Management Board and the Supervisory Board of Scout24 AG will release a reasoned statement regarding the Takeover Offer after receipt and review of the offer document. Subject to the careful review of the offer document and their statutory fiduciary duties, the Management Board and the Supervisory Board of Scout24 AG will support the Takeover Offer and recommend to the shareholders of Scout24 AG to accept the Takeover Offer. Furthermore, the members of the Management Board and the Supervisory Board, subject to applicable legal restrictions, have indicated that they will accept the Takeover Offer for shares in Scout24 AG held by them (if any).
The Management Board
15-Feb-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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776399 15-Feb-2019 CET/CEST