29 May 2012
Amendment of the Business Combination Agreement with Derby Cycle AG and announcement of intended Squeeze-out of minority shareholders of Derby Cycle AG
Almere, the Netherlands / Kerpen, Germany – Derby Cycle AG (ISIN DE000A1H6HN1), Pon Holdings B.V. and Pon Holding Germany GmbH (Pon Holdings B.V. and Pon Holding Germany GmbH together “Pon”) amended on 28 May 2012 the Business Combination Agreement dated 21 September 2011 (“BCA”) and mutually waived the lock-up period set out therein which prohibited inter alia the implementation of squeeze-out procedures and a subsequent delisting of Derby Cycle AG until 21 March 2013. The amendment of the BCA was published by Derby Cycle AG via an ad hoc release on 28 May 2012.
Pon Holding Germany GmbH purchased today further Derby Cycle-shares and will as a result hold over 95% of Derby Cycle AG's share capital. Once Pon Holding Germany GmbH's depositary bank has confirmed this increased shareholding, which is expected in the course of today, Pon Holding Germany GmbH will immediately submit a formal squeeze-out request to Derby Cycle AG in accordance with section 327a German Stock Corporation Act.
Pon Holding Germany GmbH intends to effect a Squeeze-out as soon as possible. Subsequently after the amendment of the BCA and the respective ad hoc announcement by Derby Cycle AG, Pon Holding Germany GmbH has purchased further Derby Cycle AG shares from A/M/S GmbH at a purchase price of EUR 28,00 per share and both parties have instructed their depositary banks to transfer the purchased shares to Pon Holding Germany GmbH. Such share transfer will take place in the course of today. As a result, Pon Holding Germany GmbH will then hold more than 95% of Derby Cycle AG's share capital. Once Pon Holding Germany GmbH's depositary bank has confirmed the receipt of the respective additional Derby Cycle-shares on Pon Holding Germany GmbH's depositary account, which is expected in the course of today, Pon Holding Germany GmbH will immediately submit to Derby Cycle AG a squeeze-out-request in accordance with section 327a German Stock Corporation Act.
END OF PRESS RELEASE
For more information:
Pon Holdings B.V.
Derby Cycle AG