About Us Newsroom Press Release to the Announcement pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act
August 04, 2021
Press Release to the Announcement pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act
August 04, 2021
Kublai GmbH Frankfurt am Main Germany
Press Release to the Announcement pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Section 39 para. 2 sentence 3 no. 1 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.
As of today, the offer document for the public delisting tender offer (cash offer) of Kublai GmbH, Frankfurt am Main, Germany, an affiliate of funds managed and advised by Morgan Stanley Infrastructure Inc., to the shareholders of Tele Columbus AG, Berlin, Germany, for the acquisition of their registered no-par-value shares in Tele Columbus AG (ISIN DE000TCAG172) as well as its non-binding English convenience translation are available for distribution free of charge at BNP Paribas Securities Services S.C.A., Frankfurt Branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (requests to be made by providing a complete address by fax to +49 69 1520 5277 or via e-mail to email@example.com).
Furthermore, the German version of the offer document and its non-binding English convenience translation are also available on the internet at http://www.faser-angebot.de/delisting.
Frankfurt am Main, August 4, 2021
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of Tele Columbus AG, Berlin, Germany (the “Company”) but constitutes a legally required announcement according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Section 39 para. 2 sentence 3 no. 1 German Stock Exchange Act (Börsengesetz – “BörsG”) in the context of a public delisting tender offer (the “Offer”). The final terms and further provisions regarding 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 WpÜG, the 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.
Kublai GmbH, Frankfurt am Main, Germany (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.