Public purchase offer by Werner Dubach for the takeover of all shares in circulation of Datacolor AG

Media Information

Media Information (PDF)

Werner Dubach, citizen of Lucerne, resident in Hergiswil/Canton of Nidwalden, Switzerland, and Datacolor AG (“Datacolor”), an international leader for color management solutions, hereby announce that Werner Dubach intends to submit a public purchase offer on or around July 27, 2023 to acquire all registered shares in circulation of Datacolor AG, Rotkreuz, Switzerland, with a par value of CHF 1.00 each (“Datacolor share”) for CHF 760.00 net per share in cash. The offer is supported by the independent Board of Directors of Datacolor.

Werner Dubach is Chairman of the Board of Directors of Datacolor. He already holds 140,712 of the 168,044 Datacolor shares, corresponding to 83.74% of the share capital and voting rights. Datacolor also holds 7,288 Datacolor shares in its portfolio, accounting for 4.34% of the share capital. By submitting the public purchase offer, Werner Dubach intends to acquire the remaining Datacolor shares in circulation and then to request that the Datacolor shares be delisted by SIX Exchange Regulation in line with the Listing Rules. The public purchase offer is subject to the usual conditions and official approval requirements for this type of transaction. The transaction is expected to be completed in the fourth quarter of 2023. The advance notice published today contains the main conditions of the public purchase offer.

With this offer, Werner Dubach is reinforcing his strong commitment to Datacolor, which is active worldwide in the field of color management solutions for the textile, clothing, paint, dyes and plastics industries as well as the growing consumer market. This offer will not entail any changes for Datacolor employees; rather, this step stands for continuity. Datacolor's numerous existing business relationships and partnerships will also not be affected by this transaction. 

Zürcher Kantonalbank is acting as the exclusive offer manager for this public purchase offer.

Details of the offer will probably be published in electronic form via the same media on or around July 27, 2023.

This media release is for information only and does not constitute an offer to buy or a request to submit an offer to sell Datacolor securities. It is not intended for publication, release or dissemination in a jurisdiction in which it would otherwise be prohibited. Please take note of the following section “Offer Restrictions”.

Link to website with the offer documentation
You can find the formal advance notice at this link:
https://ir.datacolor.com/en/public-tender-offer/

Rotkreuz, July 3, 2023

For further information

Agenda

About Datacolor
Datacolor, a global leader in color management solutions, provides software, instruments and services to assure accurate color of materials, products and images. The world's leading brands, manufacturers and creative professionals have used Datacolor's innovative solutions to consistently achieve the right color for over 50 years. The company provides sales, service and support in over 100 countries throughout Europe, the Americas and Asia. Datacolor’s customers stem from textile and apparel, paint and coatings, and plastics industries as well as the growing consumer market. For more information visit www.datacolor.com. 

Forward-looking statements
This media release contains forward-looking statements. Forward-looking statements comprise information that is not historical in nature or which refers to future events and is therefore subject to risks and uncertainties. It is not possible to provide any guarantee that the transactions described here will be completed or that the final conditions of these transactions will be fulfilled. Werner Dubach and Datacolor are not obliged to publicly update or revise forward-looking statements, either as a result of new information or future events or for other reasons.

Offer Restrictions

General Information
The offer described in this ad-hoc media release will not be made available either directly or indirectly in a country or jurisdiction in which this type of offer would be illegal or in which it would otherwise infringe applicable laws or provisions, or if this country/jurisdiction would require the provider to make any change to the provisions or conditions of the offer, to submit an additional application to or take additional steps in relation to any state, regulatory or other authorities. There are no plans to extend the offer to these countries or jurisdictions. Documents relating to the offer may not be disseminated in or sent to these countries or jurisdictions. These documents may not be used for marketing purposes involving the purchase or sale of equity securities in Datacolor by legal entities or natural persons resident or incorporated in these countries or jurisdictions.

United States of America
The public tender offer described in this communication will not be made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and may only be accepted outside the United States of America. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The pre-announcement, the offer prospectus and any other offering materials with respect to the public tender offer described in this communication are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) nor sent in or into the United States of America or to any persons located or resident in the United States of America and may not be used for the purpose of soliciting the sale or purchase of any securities of Datacolor from anyone in the United States of America. Werner Dubach is not soliciting the tender of securities of Datacolor by any holder of such securities located or resident in the United States of America. Securities of Datacolor will not be accepted from holders of such securities located or resident in the United States of America. Any purported acceptance of the offer that Werner Dubach or its agents believe has been made in or from the United States of America will be invalidated. Werner Dubach reserves the absolute right to reject any and all acceptances determined by him not to be in the proper form or the acceptance of which may be unlawful. "United States of America" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom
This communication is directed only at persons in the U.K. who (i) are permitted participants, as defined under "European Economic Area" below, (ii) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iv) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

Australia, Canada, Japan
The public tender offer described in this communication is not addressed to shareholders of Datacolor whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.
Reference is made to the pre-announcement of the tender offer published today for full offer restrictions.