Balda AG / Key word(s): Capital Increase/Capital Increase
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.
Balda raises stake in Balda Investments Singapore to 95 per cent
-Financing by means of a capital increase in kind and a cash
-TPK founding family Chiang will become the largest private share
holder in Balda with a 15 per cent per cent stake
-Due to the take over earnings per share are expected to rise by 30
per cent to more than Euro 0.90 for 2007
Balda will acquire the stake in Balda Investments Singapore (BIS) currently
held by the TPK founding family Chiang almost entirely in December 2006.
BIS is the holding company, operating Balda group’s activities in Asia.
Following the acquisition Balda will own 95 per cent of BIS. The take over
financing will comprise a capital increase in kind and a cash component.
After the capital increase, the Chiang family will be the largest private
share holder in Balda with a 15 per cent stake. The acquisition is expected
to increase earnings per share by approximately 30 per cent in 2007
(adjusted for the new shares from the capital increase).
The take over totals an overall value of Euro 82.6 million. Thereof Euro
40.0 million will go directly to the Chiang family. Balda will primarily
fund this amount by using free cash. The remaining stake in BIS is worth
Euro 42.6 million and will be swapped for shares in Balda. As a result, the
Chiang family will purchase approximately 7.1 million Balda shares at an
issue price of Euro 6.00 per share. Following the capital increase Balda’s
share capital amounts to Euro 47.4 million. The XETRA closing price of the
Balda share was Euro 5.26 last Friday. The respective average price over
the last 21 trading days prior to the resolution to increase the share
capital equals Euro 5.26 per share, too. This means that the Chiang family
is paying a premium of 14.1 per cent.
The new shares are subject to a lock up agreement.
Information and Explaination of the Issuer to this News:
This ad hoc announcement includes ‘forward-looking statements’ which are
based on the current expectations of the management of Balda. They are
subject to risks and uncertainty because they relate to events and depend
on circumstances that will occur in the future, such as, for example,
developments in the mobile communications industry, changes in technology
and the ability to timely and successfully develop new products and various
other factors. Balda does not undertake any obligation to update publicly
or revise forward-looking statements except to the extent legally required.
This ad hoc announcement is not an offer of securities for sale or a
solicitation of an offer to purchase securities in the United States or
elsewhere. The shares in Balda AG (the ‘Shares’) may not be offered or sold
in the United States or to or for the account or benefit of U.S. persons
(as such term is defined in Regulation S under the U.S. Securities Act of
1933, as amended (the ‘Securities Act’)) unless registered under the
Securities Act or pursuant to an exemption from such registration. The
Shares have not been and will not be registered under the Securities Act.
If you have any questions please contact us: Balda AG, Cersten Hellmich and
Kathrin Wiederrich (Investor Relations), Tel.: +49 (0)5734 9222706 /
9222751, Facsimile: +49 (0)5734 9222691, e-mail: firstname.lastname@example.org,
email@example.com, Internet: www.balda.de, Conference Call at 12:30h,
+49(0)69 2222 2242, +49(0)20 7365 1828
20.11.2006 DGAP’s Distribution Services include Regulatory Announcements,
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Company: Balda AG
Bergkirchener Str. 228
32549 Bad Oeynhausen
Phone: +49 (0) 57 34 / 9 22-0
Fax: +49 (0) 57 34 / 9 22-2604
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
End of Announcement DGAP News-Service