Ad hoc - Notification pursuant to Section 15 of the German Securities Trading Act ("WpHG")
of HEIDELBERGER DRUCKMASCHINEN Aktiengesellschaft,
Heidelberg, 10 June 2014 - The management board ( Vorstand) of HEIDELBERGER DRUCKMASCHINEN Aktiengesellschaft (Heidelberg), Heidelberg (ISIN DE0007314007), has resolved with the approval of the supervisory board ( Aufsichtsrat), to carry out a capital increase against contribution in kind from authorised capital with the exclusion of the subscription rights. For such purpose, Ferd. Rüesch AG, Switzerland, will contribute its 70 % stake in Gallus Holding AG, Switzerland, as contribution in kind into Heidelberger Druckmaschinen AG against the issue of new shares.
Heidelberg undertakes, in consideration of the holding in Gallus Holding AG that will be contributed by Ferd. Rüesch AG, to issue up to 23,000,000 new shares and make a cash payment in the amount of a single-digit EUR million sum. The amount of the consideration depends, inter alia, on the further performance of the price of the Heidelberg share until the capital increase is notified. The face value of the new shares will amount to at least EUR 2.70 per new share of the company. The registration of the capital increase against contribution in kind is expected to take place in July this year. Ferd. Rüesch AG undertakes to hold the shares thus acquired until 31 July 2015.
After the completion of the transaction, Heidelberg will directly and indirectly hold 100 % of the shares in Gallus Holding AG. Through the capital increase against contribution in kind from authorised capital, the share capital of the company will be increased by up to EUR 58,880,000.00 to EUR 659,040,714.24 with partial utilisation of the authorised capital by issuing up to 23,000,000 new bearer shares.
Through this intended full takeover of Gallus Holding AG, Heidelberg aims to further develop its digital portfolio. By acquiring approx. 9 percent of Heidelberg shares in consideration for the Gallus shares, Ferd. Rüesch AG will also become a new strategic anchor investor of the company. By simultaneously enhancing Heidelberg's capital structure, the strategic re-orientation of the company is further promoted.
HEIDELBERGER DRUCKMASCHINEN Aktiengesellschaft,
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