DGAP-News: Drägerwerk AG & Co. KGaA: Dräger announces the results of its Offer in respect of its 566,819 Profit Participation Certificates (Genussscheine) Series D (ISIN: DE0005550719)

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Drägerwerk AG & Co. KGaA announces the results of its Offer in respect of its 566,819 Profit Participation Certificates (Genussscheine) Series D (ISIN: DE0005550719)

 

22 March 2021. Drägerwerk AG & Co. KGaA (the "Company") announces today the results for its invitation to eligible holders of its outstanding 566,819 Profit Participation Certificates (Genussscheine) Series D (ISIN: DE0005550719) (the "Notes") to tender their Notes for purchase by the Company for cash announced on 1 March 2021 (the "Offer").

This announcement is for information purposes only and should be read in conjunction with the tender offer memorandum dated 1 March 2021 (the "Tender Offer Memorandum") prepared by the Company. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Company has accepted Tender Instructions in the principal amount set out in the table below by applying a Scaling Factor of 85%:

ISIN/ WKN	Par value per Note	Purchase Price per Note	Total Amount Payable
DE0005550719/ 555071	EUR 25.56	EUR 542.00	EUR 100,015,260.00

 

The Offer commenced on 1 March 2021 and expired at 5:00 p.m. (CET) on 19 March 2021. Settlement is expected to take place on 25 March 2021 (the "Settlement Date").

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Manager and the Tender Agent, the contact details of which are set out below:

 

DEALER MANAGER

Commerzbank Aktiengesellschaft

Kaiserstraße 16 (Kaiserplatz)
60311 Frankfurt am Main
Germany

Telephone: +49 69 1365 9920
Attention: Liability Management Group
Email: [email protected]

 

TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: [email protected]

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. None of the Company, the Dealer Manager or the Tender Agent or any of their respective directors, employees or affiliates has made or will make any assessment of the merits and risks of the Offer or of the impact of the Offer on the interests of Noteholders either as a class or individuals, and none of them makes any recommendation whether Noteholders should tender any and all of their Notes pursuant to the Offer. None of the Company, the Dealer Manager or the Tender Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) is providing Noteholders with any legal, business, tax, financial, investment, accounting or other advice in this announcement and/or the Tender Offer Memorandum and/or in connection with the Offer. The Tender Agent is agent of the Company and owes no duty to any Noteholder.

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement, the Tender Offer Memorandum and the Offer are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.

The Offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

This announcement, the Tender Offer Memorandum and the Offer do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

Nothing in this announcement and the Tender Offer Memorandum constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Tender Offer Memorandum), Belgium (except as set out in the Tender Offer Memorandum), the Republic of France (except as set out in the Tender Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful.

The Tender Offer Memorandum and the Offer may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. See "Offer and Distribution Restrictions" in the Tender Offer Memorandum.