Musai Capital Ltd. Makes Announcement
Press Release to the Announcement pursuant to Section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
SLIEMA, MALTA / ACCESSWIRE / March 25, 2021 / On February 22, 2021, Musai Capital Ltd., Sliema, Malta, (“Bidder“) published the offer document (“Offer Document“) for its voluntary public delisting takeover (“Offer“) to the shareholders of DEAG Deutsche Entertainment AG, Berlin (“DEAG“), to acquire all shares not already directly held by the Bidder of DEAG (ISIN DE000A0Z23G6) (“DEAG Shares“) for a cash consideration of EUR 3.09 per DEAG Share. The acceptance period for this Offer expired on March 22, 2021 at 24:00 hours (midnight) (CET).
As set forth in further detail in Section II., the additional acceptance period pursuant to Section 16 para. 2 sent. 1 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) will start on March 26, 2021 and expire on April 8, 2021, 24:00 hours (CET) (the “Additional Acceptance Period”).
I. Announcement pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG
- Until March 22, 2021, 18:00 hours (CET) (“Expiration of the Acceptance Period“), the Offer has been accepted for a total of 248,553 DEAG Shares. This corresponds to app. 1.27% of the share capital and voting rights of DEAG as of the time of the Expiration of the Acceptance Period.
- As of the time of the Expiration of the Acceptance Period, the Bidder did not hold any DEAG Shares or voting rights in DEAG nor were voting rights in DEAG attributed to the Bidder pursuant to Section 30 WpÜG. As of the time of the Expiration of the Acceptance Period, the Bidder also did not hold any voting rights with respect to DEAG notifiable pursuant to Sections 38, 39 WpHG.
- As of the time of the Expiration of the Acceptance Period, Apeiron Investment Group Ltd., Sliema, Malta (“Apeiron“), a person acting jointly with the Bidder pursuant to Section 2 para. 5 sent. 1 and sent. 3 WpÜG, directly held 3,524,855 DEAG Shares (corresponding to app. 17.96% of the share capital and voting rights of DEAG). The voting rights from the DEAG Shares held by Apeiron are attributable to Mr. Christian Angermayer pursuant to Section 30 para. 1 sent. 1 no. 1, sent. 3 WpÜG.
- As of the time of the Expiration of the Acceptance Period, SRE Holding GmbH, Grünwald, Germany („SRE Holding“), a person acting jointly with the Bidder pursuant to Section 2 para. 5 sent. 1 WpÜG, directly held 2,810,189 DEAG Shares (corresponding to app. 14.32% of the share capital and voting rights of DEAG). The voting rights from the DEAG Shares held by SRE Holding are attributable to Mr. Samuel Singer pursuant to Section 30 para. 1 sent. 1 no. 1, sent. 3 WpÜG.
- As of the time of the Expiration of the Acceptance Period, Galaxy Group Investments LLC, New York, USA („Galaxy Group Investments“), a person acting jointly with the Bidder pursuant to Section 2 para. 5 sent. 1 WpÜG, directly held 2,691,817 DEAG Shares (corresponding to app. 13.72% of the share capital and voting rights of DEAG). The voting rights from the DEAG Shares held by Galaxy Group Investments are attributable to Mr. Michael Novogratz pursuant to Section 30 para. 1 sent.1 no. 1, sent. 3 WpÜG.
- As of the time of the Expiration of the Acceptance Period, Apeiron 101 Ltd., Sliema, Malta („Apeiron 101“), a person acting jointly with the Bidder pursuant to Section 2 para. 5 sent. 1 WpÜG, directly held 283,479 DEAG Shares (corresponding to app. 1.44% of the share capital and voting rights in DEAG).
- Other than that, as of the time of the Expiration of the Acceptance Period, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG or their respective subsidiaries held any DEAG Shares, nor were any notifiable voting rights attributed to them pursuant to Sections 38, 39 WpHG. As of the time of the Expiration of the Acceptance Period, also no further voting rights were attributed to them pursuant to Section 30 WpÜG.
The Bidder has entered into an agreement in relation to the financing and settlement of the Offer with Apeiron SICAV Limited – Live Opportunities Fund, Mosta, Malta (the “Live Opportunities Fund“), a person acting jointly with the Bidder pursuant to Section 2 para. 5 sent. 1 and sent. 3 WpÜG, under which the Bidder has sold to the Live Opportunities Fund all DEAG Shares for which the Offer is accepted at a price per DEAG Share corresponding to the offer consideration in the amount of EUR 3.09 (see Section 5.4 of the Offer Document). Accordingly, in the course of the settlement of the Offer in accordance with Section 12 of the Offer Document, ownership of all DEAG Shares tendered into the Offer will be transferred directly to the Live Opportunities Fund by the tendering DEAG Shareholders.
II. Additional Acceptance Period
Pursuant to Section 16 para. 2 sent. 1 WpÜG, all shareholders of DEAG who have not yet accepted the Offer, may within two weeks of this publication, i.e. until April 8, 2021, 24:00 hours (CET)
accept the Offer in accordance with Section 4.4 in connection with Section 12.5 of the Offer Document. The Bidder will publish the final number of DEAG Shares for which the Offer has been accepted as of the expiration of the Additional Acceptance Period as soon as this number has been determined (expected on April 13, 2021).
Sliema, March 25, 2021
Musai Capital Ltd.
Important note:
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of DEAG Deutsche Entertainment AG, Berlin (subsequently the “Company”). The final terms and further provisions regarding the voluntary public takeover offer (the “Offer”) are disclosed in the offer document that has been approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsgsaufsicht). Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information.
The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) and the German Stock Exchange Act (Börsengesetz – BörsG) and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
Musai Capital Ltd., Sliema, Malta (subsequently the “Bidder”) reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will,” “expect,” “believe,” “estimate,” “intend,” “aim,” “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
CONTACT:
SOURCE: Musai Capital Ltd.
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