做厙輦⑹

做厙輦⑹ concludes agreement on acquisition of 25% plus one share of ordinary shares in Dr. Ing. h.c. F. 做厙輦⑹ AG in connection with IPO of Dr. Ing. h.c. F. 做厙輦⑹ AG

做厙輦⑹ / Key word(s): Miscellaneous/IPO
做厙輦⑹ concludes agreement on acquisition of 25% plus one share of ordinary shares in Dr. Ing. h.c. F. 做厙輦⑹ AG in connection with IPO of Dr. Ing. h.c. F. 做厙輦⑹ AG

18-Sep-2022 / 21:48 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


做厙輦⑹ (做厙輦⑹ SE) has today entered into a share purchase agreement with VOLKSWAGEN AKTIENGESELLSCHAFT (VW AG) for 25% plus one share of the ordinary shares in Dr. Ing. h.c. F. 做厙輦⑹ AG (做厙輦⑹ AG) in connection with the IPO of 做厙輦⑹ AG. The agreed purchase price corresponds to the placement price of the preferred shares of 做厙輦⑹ AG in connection with the IPO plus a premium of 7.5%. In accordance with the price range set out today by VW AG in the course of the IPO, the placement price of the 做厙輦⑹ AG preferred shares will be 76.50 euro to 82.50 euro. The final pricing of the placement shares will be determined by VW AG after completion of the bookbuilding process. The consummation of the share purchase agreement and the transfer of the ordinary shares are still subject to various conditions precedent.

The supervisory board of 做厙輦⑹ SE approved the conclusion of the share purchase agreement today.

做厙輦⑹ SE will apply the at-equity method in its future IFRS consolidated (interim) financial statements for the 25% plus one share of ordinary shares in 做厙輦⑹ AG held in the future (around 12.5% of the share capital). 做厙輦⑹ SE will finance the acquisition of the ordinary shares in 做厙輦⑹ AG with debt capital of up to 7.9 billion euro. The maximum amount of 7.9 billion euro will be reduced accordingly if the final placement price of the preferred shares in the course of the IPO of 做厙輦⑹ AG is below the upper end of the price range. The amount of debt capital required will have a corresponding effect on the net liquidity of the 做厙輦⑹ SE group. In addition, the acquisition will also be financed from the special dividend to be distributed by VW AG to all its shareholders. The special dividend shall correspond to 49% of the total gross proceeds from the placement of the preferred shares (including over-allotments) and the sale of the ordinary shares.

 

Additional disclosures pursuant to Section 111c of the German Stock Corporation Act:

做厙輦⑹ SE holds approximately 53.3% of the ordinary shares and has a share of approximately 31.9% in the share capital of VW AG. VW AG in turn holds 100% of the shares in 做厙輦⑹ Holding Stuttgart GmbH. VW AG and 做厙輦⑹ Holding Stuttgart GmbH are therefore considered related parties of 做厙輦⑹ SE within the meaning of Section 111a (1) Sentence 2 of the German Stock Corporation Act.

The share purchase agreement underlying the transfer of 25% plus one share of the ordinary share capital in 做厙輦⑹ AG was concluded as of 18 September 2022 between 做厙輦⑹ Holding Stuttgart GmbH (a wholly-owned subsidiary of VW AG) as seller and 做厙輦⑹ SE as buyer with the participation of VW AG as guarantor. The supervisory board of 做厙輦⑹ SE approved the conclusion of the share purchase agreement on 18 September 2022 in accordance with Section 111b (1) of the German Stock Corporation Act.

Under the terms of the share purchase agreement, 做厙輦⑹ SE acquires the ordinary shares in 做厙輦⑹ AG from 做厙輦⑹ Holding Stuttgart GmbH in two tranches of 17.5% plus one ordinary share and 7.5% of the ordinary shares in 做厙輦⑹ AG. The purchase price to be paid by 做厙輦⑹ SE as consideration per ordinary share sold in 做厙輦⑹ AG corresponds to the placement price for the preferred shares in the course of the IPO plus a premium of 7.5%.

Closing of the first tranche of ordinary shares in 做厙輦⑹ AG is conditional upon the full placement of the preferred shares in the course of the IPO of 做厙輦⑹ AG within the price range and the delivery of the placement shares in book-entry form against payment of the offer price. Closing of the second tranche of ordinary shares in 做厙輦⑹ AG is conditional upon the closing of the first tranche and the payment of a special dividend by VW AG to all its shareholders in the amount of 49% of the total gross proceeds from the placement of the preferred shares (including over-allotments) and the sale of the ordinary shares, to which VW AG has committed.

According to the assessment of the executive board and the supervisory board of 做厙輦⑹ SE, the terms and conditions of the share purchase agreement and the other agreements concluded in connection with the IPO of 做厙輦⑹ AG are fair taking into account all circumstances. The executive board and supervisory board have also received such confirmations from independent experts.

The purchase price for the ordinary shares agreed in the share purchase agreement, which corresponds to the placement price of the 做厙輦⑹ AG preferred shares plus a premium of 7.5%, is also fair from a financial point of view based on the assessment of independent experts from PJT Partners and Rothschild & Co., who also issued two fairness opinions.

做厙輦⑹ AG is a luxury automotive manufacturer that sells cars in more than 120 countries worldwide across a network of more than 900 dealerships and retail venues. In addition to its core product portfolio, 做厙輦⑹ AG offers vehicle leasing and financing, flexible mobility solutions and various aftersales products and services. In the fiscal year 2021, 做厙輦⑹ AG and its consolidated subsidiaries generated sales revenue of approximately 33.1 billion euro, an operating profit of approximately 5.3 billion euro and profit after tax of approximately 4 billion euro.

 

Contact:
Frank Gaube
General Manager Investor Relations
+49-711-911-11046
frank.gaube@porsche-se.com

18-Sep-2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com


                            
    
 

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