ELANTAS, a subsidiary of ALTANA AG, completes public tender offer for Von Roll Holding AG shares, initiating a squeeze-out procedure; plans to apply for delisting of Von Roll shares from SIX Swiss Exchange after legal resolution

Sample article from our Chemicals Industry

November 28, 2023 (press release) –

 

Breitenbach/Wesel, November 28, 2023 – ELANTAS, a subsidiary of the specialty chemicals group ALTANA AG, yesterday completed the public tender offer for all publicly held shares of Von Roll Holding AG (SIX: ROL) through the second closing.

ELANTAS will file a legal action with the appropriate court seeking a declaration of invalidity for Von Roll shares still held by the public, thereby initiating the squeeze-out procedure as per takeover law under Art. 137 FMIA. Once a final judgment on the invalidation of the Von Roll shares held by the public is issued, the offer price will be disbursed to shareholders in cash as compensation for the invalidated shares. Furthermore, Von Roll will submit an application to SIX Swiss Exchange AG for the delisting of Von Roll shares to implement the delisting resolution passed at the Von Roll Annual General Meeting on September 13, 2023. The delisting is scheduled to occur subsequent to a legally effective decision to cancel the Von Roll shares. Additionally, Von Roll will seek exemption from various disclosure obligations through an application to the competent authority of SIX Swiss Exchange AG.

All documents relating to the transaction are available under this link.

 

About ALTANA:

ALTANA is a global leader in true specialty chemicals. The Group offers innovative, environmentally compatible solutions for coating manufacturers, paint and plastics processors, the printing and packaging industries, the cosmetics sector and the electrical and electronics industry. The product range includes additives, special coatings and adhesives, effect pigments, sealants and compounds, impregnating resins and varnishes, and testing and measuring instruments. ALTANA's four divisions, BYK, ECKART, ELANTAS, and ACTEGA, all occupy a leading position in their target markets with respect to quality, product solution expertise, innovation, and service.

Headquartered in Wesel, Germany, the ALTANA Group has 48 production sites and 63 service and research laboratories worldwide. Throughout the Group more than 7,000 people work to ensure the worldwide success of ALTANA. In 2022, ALTANA achieved sales of more than 3 billion euros. Around 7 percent of sales are invested in research and development every year. Its high earning power and high growth rate make ALTANA one of the most innovative, fastest growing, and profitable chemical companies in the world.

www.altana.com

About ELANTAS:

ELANTAS, a company of ALTANA AG, produces protective materials and liquid insulating materials for the electrical and electronics industry. The products are used, for example, in electric motors, household appliances, cars, generators, wind turbines, transformers, capacitors, lights, and sensors, and support product developers in building ever smaller and more powerful electrical and electronic devices, thus saving material as well as energy. At the same time, the products help to extend the life cycle of electrical and electronic components. ELANTAS is represented by twelve manufacturing companies in all major regions worldwide and employed a total of 1,083 people in 2022.

www.elantas.de

About Von Roll Holding AG:

Founded in 1823, Von Roll is one of the most traditional companies in Switzerland. In the course of the company's history, Von Roll has had to adapt several times to a changing market environment and has thus evolved from the largest Swiss steel and ironworks into a state-of-the-art industrial company that is helping to drive the energy transition.

Today, Von Roll is the global market leader for electrical insulation systems used in the largest wind turbines, develops high-performance technical materials for the next generation of batteries in the field of electromobility, and produces particularly environmentally friendly plastics for the aircraft industry. With 14 sites worldwide and around 1,000 employees, the Group supplies customers in more than 80 countries.

www.vonroll.com

 

The offer described in this ad hoc announcement (the Offer) is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the documents and materials relating to the Offer and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and securities cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of securities participating in an Offer will be required to represent that it is not a U.S. Person and is not acting for the account or benefit of a U.S. Person, is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. As used in this document, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. The Offeror reserves the right, in its sole discretion, to reject as invalid any acceptances of the Offer by holders who are unable to provide the above representations.

Neither this ad hoc announcement nor the Offer is not being made by, and has not been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. In the United Kingdom ("U.K.")."), this ad hoc announcement and any other documents relating to the Offer is/will be directed only at persons (i) who 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) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc. ") of the Order or (iii) who are not authorized persons.") of the Order or (iii) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of Financial Services and Markets Act 2000) in connection with the offer to purchase securities may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not relevant persons. The Offer, any investment or investment activity to which this ad hoc announcement relates is/will be available only to relevant persons and will be engaged in only with relevant persons.

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