Heliad Equity Partners GmbH & Co. KGaA / Mergers & Acquisitions
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
++ Heliad Equity Partners and TIG Themis Industries Group planning a merger
++ Heliad submitting a voluntary offer to TIG shareholders for a 1-to-1
exchange for Heliad shares
Heliad Equity Partners GmbH & Co. KGaA (ISIN: DE000A0L1NN5/ WKN: A0L1NN,
'Heliad') and TIG Themis Industries Group GmbH & Co. KGaA (ISIN:
DE000A0XYL04/ WKN: A0XYL0, 'TIG') plan to perform a merger. An agreement
was signed today for this purpose and was approved by the supervisory
boards of both companies.
In the first stage, as part of a capital increase, Heliad will make an
offer to TIG shareholders of a 1-to-1 exchange for Heliad shares. The
capital increase will take place in two stages. In the first stage,
authorised capital will be used to increase Heliad's share capital by up to
4,000,000 shares, from a current level of 7,000,000 to a total of up to
11,000,000 shares, against a contribution in kind in the form of TIG
shares. This capital increase will be offered to individual TIG
institutional shareholders representing around 80% of TIG's share capital
by means of a private placement. It is expected that it will be possible
for this capital increase to be filed and registered in the commercial
register in December 2009.
In the second stage, a voluntary public offer will then be distributed to
all other TIG shareholders to exchange their TIG shares against Heliad
shares. As the exchange ratio here will also be 1:1, all TIG shareholders
will be treated equally. This will raise Heliad's share capital again to a
total of up to 12,332,031 shares. This second stage is expected to take
place in the middle of January 2010, with a two-week acceptance period.
Shareholder pre-emption rights will be excluded for both of these Heliad
capital increases against contributions in kind.
A resolution for merging TIG into Heliad is planned for the annual general
meetings of both companies in 2010.
Information and Explaination of the Issuer to this News:
Completion of the transaction will create one of the largest listed
investment companies in Germany, with combined total assets of around
EUR 150 million, equity of EUR 100 million and around EUR 50 million in
liquid assets in the Group. The new Heliad will remain true to its
successful investment strategy of focusing on small and medium-sized
companies in the German-speaking areas of Europe.
The two companies are offering institutional investors the opportunity to
participate in a conference call at 11:00 today. Please call NewMark
Finanzkommunikation at +49 (0)69 94 41 80-61 and provide your name and
company name to receive the number to call to participate in the conference
01.12.2009 Financial News distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de
Company: Heliad Equity Partners GmbH & Co. KGaA
60322 Frankfurt am Main
Phone: +49 69 71 91 59 65 0
Fax: +49 69 71 91 59 65 11
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Stuttgart
End of News DGAP News-Service