Put companies on watchlist
Ephios Luxembourg S.à r.l.
ISIN: DE000A2TSL71
WKN: A2TSL7
About
Company Snapshot
New: Enable Investor Alerts
Be informed about new publications
New: AI Factsheet

Corporate News meets AI! 
Content analysis and summary

EN GIF 300X250

Ephios Luxembourg S.à r.l. · ISIN: DE000A2TSL71 · EQS - adhoc news (77 News)
Country: Germany · Primary market: Germany · EQS NID: 1731667
29 September 2023 08:09AM

Ephios Luxembourg S.à r.l.


EQS-WpÜG: Ephios Luxembourg S.à r.l. / Tender Offer
Tender Offer / Target company: SYNLAB AG; Bidder: Ephios Luxembourg S.à r.l.

29.09.2023 / 08:09 CET/CEST
Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by EQS News - a service of EQS Group AG.
The bidder is solely responsible for the content of this announcement.


Announcement of the decision to make a
public acquisition offer (öffentliches Erwerbsangebot)
pursuant to Section 10 paras. 1 and 3 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs und Übernahmegesetz – WpÜG)

Bidder:

Ephios Luxembourg S.à r.l.
 

4, rue Albert Borschette
1246 Luxembourg
Grand Duchy of Luxembourg


registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under B198777

 

Target:

SYNLAB AG
 

Moosacher Straße 88
80809 Munich
Germany
 

registered with the commercial register of the local court of Munich, Germany, under HRB 246540
 

WKN A2TSL7 / ISIN DE000A2TSL71

 

On 29 September 2023, Ephios Luxembourg S.à r.l. (the "Bidder"), a holding company controlled by investment funds advised by Cinven Limited, decided to make a public acquisition offer (öffentliches Erwerbsangebot) to the shareholders of SYNLAB AG (the "Company") for the acquisition of all non‑par value bearer shares (nennwertlose Inhaberaktien) in the Company (ISIN DE000A2TSL71) which are not directly held by the Bidder, each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "SYNLAB Shares") against payment of a cash offer price of EUR 10.00 per SYNLAB Share (the "Offer"). The Offer will be subject to customary conditions, in particular subject to merger control, foreign investment control and foreign subsidies control clearances. The Offer will not have a minimum acceptance threshold.
 

As at today, the share capital of the Company amounts to EUR 222,222,222 and is divided into 222,222,222 non-par value bearer shares. The Company currently holds 2,514,743 SYNLAB Shares as treasury shares (i.e. approximately 1.13% of the share capital of the Company). Therefore, as at today, the SYNLAB Shares carrying voting rights amount to 219,707,479 SYNLAB Shares.
 

The Bidder currently directly holds 95,000,648 SYNLAB Shares (i.e. approximately 43.24% of all voting rights and approximately 42.75% of the share capital of the Company).
 

The Bidder has today entered into irrevocable undertakings with certain shareholders, pursuant to which these shareholders have committed to accept the Offer in whole or in part for the SYNLAB Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of approximately 29.39% of all voting rights and approximately 29.06% of the share capital of the Company. In addition, the Bidder has today entered into re-investment agreements with certain individual shareholders of the Company, pursuant to which these shareholders have committed to contribute the SYNLAB Shares held by them, in whole or in part, to a subsidiary of the Bidder against the issuance of shares in such subsidiary after completion of the Offer, whereby the value of consideration per transferred share will not exceed the offer price under the Offer. These re-investment agreements relate in total to approximately 6.98% of all voting rights and approximately 6.90% of the share capital of the Company. Both, the irrevocable undertakings and the re-investment agreements constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).
 

Accordingly, the shares already directly held by the Bidder today, together with the shares underlying the irrevocable undertakings and the re-investment agreements described above, relate to approximately 79.61% of all voting rights and approximately 78.71% of the share capital of the Company.
 

Further, the Bidder today entered into an investment agreement with the Company regarding the principal terms and conditions of the Offer as well as the mutual intentions and understandings with regard to the future collaboration.

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.ephiosoffer.com.
 

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.
 

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
 

Luxembourg, 29 September 2023

Ephios Luxembourg S.à r.l.



End of WpÜG announcement

29.09.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com


Language: English
Listed: Frankfurt am Main im Regulierten Markt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange

 
End of News EQS News Service

1731667  29.09.2023 CET/CEST

fncls.ssp?fn=show_t_gif&application_id=1731667&application_name=news&site_id=boersengefluester
Visual performance / price development - Ephios Luxembourg S.à r.l.
Smart analysis and research tools can be found here.

This publication was provided by our content partner EQS3.

EQS Newswire
via EQS - Newsfeed
EQS Group AG ©2024
(DGAP)
Contact:
Karlstraße 47 D-80333 München
+49 (0) 89 444 430-000

 

SMART * AD
EN GIF 970X250

P R O D U C T   S U G G E S T I O N S

The information presented here has been provided by our content partner EQS-Group. The originator of the news is the respective issuer, the company relating to the news, a publication service provider (press or information agency) which uses the distribution service of EQS to transmit company news to shareholders, investors, investors or interested parties. The original publications and other company-relevant information can be found at eqs-news.com.


The information you can access does not constitute investment advice. The presentation of our cooperation partners, where the implementation of investment decisions would be possible depending on the individual risk profile, is solely at the discretion of the person using the service. We only present companies of which we are convinced that the range of services and customer service will satisfy discerning investors.

If you are considering leverage products, familiarise yourself with the typical characteristics of the financial instruments beforehand. Take the time to determine the risk content of the planned investment before making an investment decision. Bear in mind that a total loss cannot be ruled out with leverage products.

For newcomers to the subject, we offer various options in both the training and the tools section, through which you can train theoretical knowledge and practical experience and thus improve your skills. The offer ranges from participation in webinars to personal mentoring. The range is continuously being expanded.


1 Lab features are usually functionalities that emerge from the think tank of the investor community. In the early stages, these are experimental functionalities whose development process is largely determined by use and the resulting feedback from the community. When integrating external services or functionalities, the functionality can only be guaranteed to the extent that the individual process elements, such as interfaces, interact with each other.