On 6 January 2017, Basler Leben AG (the 'Offeror') published a public tender offer pursuant to section 125 et seq. of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA) for all publicly held registered shares in Pax Anlage AG ('Pax Anlage') each with a par value of CHF 100.00 (the 'Pax Anlage Shares') (the 'Offer').
By publishing the provisional interim outcome today, Baloise has declared that the Offer has come to fruition. Up to the end of the offer period on 25 April 2017, 4pm (CET), a total of 17,685 Pax Anlage Shares were offered to the Offeror, equating to 9.83 per cent of all Pax Anlage Shares listed as at 25 April 2017 or 34.37 per cent of the 51,461 Pax Anlage Shares to which the Offer related at the time the offer period ended (success rate). Assuming the transaction is completed, Baloise's long-term equity investment in Pax Anlage at the end of the offer period – including the 803 Pax Anlage Shares that the Offeror has acquired on or off the stock exchange since 10 March 2017 – stands at a total of 146,224 Pax Anlage Shares, equating to 81.24 per cent of the voting rights and the share capital of Pax Anlage (percentage of shareholding).
This interim outcome is provisional. Baloise will publish the definitive interim outcome on 2 May 2017.
The additional acceptance period of ten trading days, during which the public shareholders of Pax Anlage can accept the Offer, begins on 3 May 2017 and is likely to end on 16 May 2017, 4pm (CET). Subject to all conditions being fulfilled (or their fulfilment being waived) and completion being postponed pursuant to section A.7 of the offer prospectus (offer conditions, waiver of offer conditions, validity period of offer conditions and deferral), the tender offer is likely to be completed on 30 May 2017.
The Offer is subject to the offer restrictions pursuant to the offer prospectus dated 10 March 2017.
Annual General Meeting of Pax Anlage: 26 April 2017
Start of additional acceptance period: 3 May 2017
End of additional acceptance period: 16 May 2017
Publication of final outcome: 22 May 2017
Completion: 30 May 2017
This media information contains forward-looking statements, such as about developments, plans, intentions, assumptions, expectations, beliefs and possible effects, as well as the description of future events, prospects, income, results and situations. These statements are based on current expectations, beliefs and assumptions of Bâloise Holding Ltd. Consequently, such statements are uncertain and may differ substantially from the latest facts, the current situation, current effects or developments.
This press release is for informational purposes only and constitutes neither an offer to sell nor a solicitation to buy securities. Furthermore, this press release does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The public tender offer (the "Public Tender Offer") for all publicly held shares in Pax Anlage AG will be made solely by means of, and on the basis of, an offer prospectus which is to be 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 will be 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: email@example.com).
Diese Pressemitteilung dient ausschliesslich zu Informationszwecken und stellt weder ein Angebot zum Verkauf noch eine Aufforderung zum Kauf von Wertpapieren dar. Ferner gelten diese Pressemitteilung nicht als Emissionsprospekt im Sinne von Art. 652a und/oder 1156 OR oder als Kotierungsprospekt im Sinne des Kotierungsreglements der SIX Swiss Exchange. Das öffentliche Kaufangebot (das "öffentliche Angebot") in Bezug auf sämtliche sich im Publikum befindenden Aktien der Pax Anlage AG erfolgt ausschliesslich durch und auf Basis eines zu veröffentlichenden Angebotsprospekts. Eine Anlageentscheidung hinsichtlich der Annahme des öffentlichen Angebots sollte nur auf der Grundlage des Angebotsprospekts erfolgen. Der Angebotsprospekt ist kostenfrei bei UBS AG, Swiss Prospectus Switzerland, Postfach CH-8098 Zürich (Tel.: +41 44 239 47 03 (Anrufbeantworter); Fax: +41 44 239 69 14; E-Mail: firstname.lastname@example.org) erhältlich..
This press release is not for distribution in the United States, Canada, Australia or Japan. Neither this press release nor the Public Tender Offer for all publicly held shares in Pax Anlage AG constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation would be unlawful.
United States of America
The Public Tender Offer referred to in this press release (the "Offer") is not being made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and may only be accepted outside the United States of America. This includes, but is not limited to, facsimile transmission, telex or telephones. The offer prospectus and any other offering materials with respect to the Offer may not be distributed in nor sent to the United States of America and may not be used for the purpose of soliciting the sale or purchase of any securities of Pax Anlage AG, from anyone in the United States of America. Basler Leben AG (the "Offeror") is not soliciting the tender of securities of Pax Anlage AG by any holder of such securities in the United States of America. Securities of Pax Anlage AG will not be accepted from holders of such securities in the United States of America. Any purported acceptance of the Offer that Offeror or its agents believe has been made in or from the United States of America will be invalidated. Offeror reserves the absolute right to reject any and all acceptances determined by it not to be in the proper form or the acceptance of which may be unlawful. A person tendering securities into this Public Tender Offer will be deemed to represented that such person (a) is not a U.S. person, (b) is not acting for the account or benefit of any U.S. person, and (c) us not in or delivering the acceptance from, the United States.
The offer documents in connection with the Offer are not for distribution to persons whose place of residence, seat or usual place of residence is in the United Kingdom. This does not apply to persons who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The offer documents in connection with the Offer must not be acted on or relied on by persons who are not Relevant Persons. In the United Kingdom any investment or investment activity to which the offer documents relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Australia, Canada and Japan
The Offer referred to in this press release is not addressed to shareholders of Pax Anlage AG whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.
The Baloise Group is more than just a traditional insurance company. The changing security, safety and service needs of society in the digital age lie at the heart of its business activities. The 7,700 or so employees of Baloise therefore focus on the wishes of their customers. The best possible customer service, combined with innovative products and services, makes Baloise the first choice for people who want to feel ‘simply safe’. Located at the heart of Europe, with its head office in Basel, the Baloise Group is a provider of prevention, pension, assistance and insurance solutions. Its core markets are Switzerland, Germany, Belgium and Luxembourg. In Switzerland, with Baloise Bank SoBa, the Group also operates as a specialised financial services provider, offering a combination of insurance and banking services. The Group offers innovative pension products to retail customers throughout Europe from its competence centre in Luxembourg. Bâloise Holding Ltd shares are listed in the main segment of the SIX Swiss Exchange.