Bell Food Group publishes final results of the public tender offer for all publicly held bearer shares of Hügli Holding Aktiengesellschaft
After the expiry of the additional acceptance period of the public tender offer for all publicly held bearer shares of Hügli Holding Aktiengesellschaft ("Hügli") on May 17, 2018, Bell Food Group AG ("Offeror" or "Bell Food Group") holds, subject to completion, a total of 98.09% of all listed bearer shares of Hügli ("Hügli Bearer Shares") as of that date.
On February 26, 2018, Bell Food Group published the offer prospectus of the public tender offer for all publicly held Hügli Bearer Shares at the offer price of CHF 915.00 net cash per share less gross proceeds. On February 26, 2018, Bell Food Group published the offer prospectus for the public tender offer for all publicly held Hügli Bearer Shares at the offer price of CHF 915.00 net in cash per share, less the gross amount of any dilution effects occurring until the Settlement.
By the end of the additional acceptance period on May 17, 2018, 4 p.m. (CEST), 212'927 Hügli bearer shares, corresponding to 97.56% of the bearer shares to which the purchase offer relates, were tendered to Bell Food Group under the purchase offer (success rate). In addition, the Bell Food Group acquired 20'572 Hügli bearer shares on the stock exchange between February 26, 2018 and the expiry of the additional acceptance period. Assuming the completion of the purchase offer and including all 410,000 registered shares and 61,738 bearer shares held by Bell Food Group and the persons acting in concert with it as of the end of the additional acceptance period, the participation of Bell Food Group and the persons acting in concert with it thus amounts to a total of 410,000 registered shares and 274,665 bearer shares, corresponding to 99.23% of the voting rights and 98.90% of the share capital of Hügli (participation quota).
The Offer is subject to the offer restrictions set out in the Offer Prospectus dated February 26, 2018.
Further information on the Offer can be found at www.bellfoodgroup.com/publictenderoffer
About Bell Food Group
The Bell Food Group is one of the leading meat and convenience processors in Europe. Its product range includes meat, poultry, charcuterie, seafood, convenience products and sliced salads. With the Bell, Hilcona and Eisberg brands, the Group covers a wide range of customer needs. Its customers include the retail and food service sectors as well as the food industry. More than 10,000 employees generate annual sales of CHF 3.6 billion. The Bell Food Group is listed on the Swiss stock exchange.
This press release is for information purposes only and constitutes neither an offer to sell nor a solicitation of offers to purchase or subscribe for shares. This press release is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The public tender offer (the ""Public Tender Offer"") for all publicly held bearer shares in Hügli Holding Aktiengesellschaft is being made solely by means of, and on the basis of, an offer prospectus which has been published. An investment decision regarding the acceptance of the Public Tender Offer should only be made on the basis of the offer prospectus. The offer prospectus was published on 26 February 2018 and is available free of charge from UBS AG, Swiss Prospectus Switzerland, P.O. Box, CH-8098 Zurich (tel.: +41 44 239 47 03 (voice recorder); fax: +41 239 69 14; e-mail: swiss-prospectus@ubs.com). A decision to invest in securities of Bell Food Group AG (""Bell Group"") should be based exclusively on the issue and listing prospectus published by Bell Food Group AG for such purpose.
This press release is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the ""Securities Act"")) or to publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ""Order"") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as ""relevant persons""). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an ""EEA Member State"") that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the ""Prospectus Directive"") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This publication may contain specific forward-looking statements, e.g. statements including terms like ""believe"", ""assume"", ""expect"", ""forecast"", ""project"", ""may"", ""could"", ""might"", ""will"" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Bell Group and those explicitly or implicitly presumed in these statements. Bell Group cautions readers that a number of factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements made by Bell Group or on Bell Group's behalf. These factors include, but are not limited to: (1) the ability to successfully consummate the acquisition of Hügli Holding Aktiengesellschaft and realize expected synergies, and (2) other risks and uncertainties inherent in the business of Bell Group and Hügli Holding Aktiengesellschaft. Against the background of these uncertainties, readers should not rely on forward-looking statements. Bell Group assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.