SUPPLEMENT TO THE ANNOUNCEMENT OF THE DECISION TO MAKE A PUBLIC DELISTING OFFER
Accenture Digital Holdings GmbH
Campus Kronberg 1, 61476 Kronberg im Taunus
registered with the commercial register of the local court of Königstein im Taunus under HRB 9608
Völckersstraße 38, 22765 Hamburg
registered with the commercial register of the local court of Hamburg under HRB 74455
ISIN DE0005141907 (WKN: 514190)
Accenture Digital Holdings GmbH (the “Bidder”) has published on 28 May 2019 its decision to offer the shareholders of SinnerSchrader Aktiengesellschaft (the “Target Company”) by way of a public delisting offer to acquire all bearer shares with no par value in SinnerSchrader Aktiengesellschaft (the “SinnerSchrader Shares”) which are not held by the Bidder against a cash consideration in Euro in the amount equivalent to the weighted average domestic stock exchange price of the SinnerSchrader-Shares during the last six months before publication of this announcement (pursuant to section 31 para. 1 WpÜG in conjunction with section 39 para. 3 sentence 2 BörsG) which will be determined by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - “BaFin”) (the “Delisting Offer”). The BaFin informed the Bidder on 4 June 2019 that the minimum offer price amounts to EUR 12.79. However, the Bidder has decided - insofar slightly deviating from the announcement dated 28 May 2019 - to base the Delisting Offer on a rounded amount. The offer price will therefore amount to EUR 12.80.
The Bidder is part of the Accenture group, a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations. At the time of this announcement, the Bidder holds directly in total 7,924,753 SinnerSchrader Shares, approx. 68.66% of the of the share capital and voting rights in the Target Company.
The Delisting Offer will be subject to the terms contained in the offer document.
The terms of the Delisting Offer will be published in the offer document by the Bidder following approval of the offer document by BaFin. Investors and holders of SinnerSchrader Shares are advised to read the relevant documents relating to the Delisting Offer following their publication as they contain important information.
This announcement is for information purposes only and does not constitute an invitation to make an offer to sell SinnerSchrader Shares. This announcement does not constitute an offer to purchase SinnerSchrader Shares and is not for the purpose of the Bidder making any representations or entering into any other binding legal commitments.
An offer to purchase SinnerSchrader Shares is solely made on the basis of the announcement of the offer document which will be published on this website after the approval by the BaFin and is subject exclusively to the terms and conditions of the offer document. The terms and conditions in the offer document may deviate from the information contained in this announcement.
The shareholders of the Target Company are advised to seek independent advice in order to reach an informed decision in respect of the content of the offer document and with regard to the Delisting Offer.
The Delisting Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG, the BörsG and the Regulation on the Content of the offer document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots). The Delisting Offer is not executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany (in particular not the United States of America (the “USA”), Canada, Australia and Japan). Thus, no other announcements, registrations, admissions or approvals of the Delisting Offer outside the Federal Republic of Germany have been filed, arranged for or have been made otherwise. For their protection, the shareholders of the Target Company will not be able to rely on provisions of jurisdictions other than the Federal Republic of Germany. Every contract which will be entered into due to the acceptance of the delisting offer will be subject exclusively to the laws of the Federal Republic of Germany and must be construed in line with these laws.
This announcement does not constitute an offer to purchase securities or an invitation to offer securities in the USA and in each other jurisdiction in which such an offer or invitation for an offer would be unlawful.
The Delisting Offer referenced herein is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the USA.
Documents and information in context with the public delisting offer to the shareholders of SinnerSchrader Aktiengesellschaft are available on the website: https://www.accenture.com/de-de/company-acquisition-document-library