DGAP-Adhoc: Axel Springer and SeLoger.com agree on a friendly Revised Offer at EUR38.05 recommended by the Supervisory Board of SeLoger.com




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18.01.11

DGAP-Adhoc: Axel Springer and SeLoger.com agree on a friendly Revised Offer at EUR38.05 recommended by the Supervisory Board of SeLoger.com

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Axel Springer AG / Key word(s): Offer

18.01.2011 08:47

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Ad-hoc Announcement pursuant to section 15 WpHG

Axel Springer and SeLoger.com agree on a friendly Revised Offer at EUR38.05
recommended by the Supervisory Board of SeLoger.com

Berlin/Paris, 18. January 2011. Following an agreement reached between the
two groups, Axel Springer announced that it will file a friendly revised
offer for the shares of SeLoger.com at a price of EUR38.05 per share (the
'Revised Offer'). This price represents a premium of nearly 12% compared to
the price of the initial offer filed by Axel Springer on 28. September 2010
(the 'Initial Offer').

The Revised Offer will include a minimum acceptance threshold, set at
50.01% (including Axel Springer's current 12.4 % stake) of the share
capital and voting rights of SeLoger.com, below which the Offer will be
unsuccessful.

The Revised Offer is part of an agreement reached by Axel Springer and
SeLoger.com dated 17. January 2011, which also includes the following
undertakings:

-­ the commitment of the Supervisory Board of SeLoger.com to recommend the
Offer;

-­ the cancellation by the Supervisory Board of the extraordinary general
meeting of SeLoger.com (the 'EGM') convened to vote on the proposed
limitation of voting rights;

- the withdrawal by SeLoger.com of its appeal before the Court of Appeal of
Paris against the clearance decision of the Autorité des marches financiers
(the 'AMF') dated 29. November 2010, in relation to the Initial Offer and
any legal action against the Initial Offer;

- the Supervisory Board of SeLoger.com will be composed of a majority of
members designated by Axel Springer, provided the Revised Offer is
successful, and at least three independent members designated by the
current Supervisory Board of SeLoger.com;

- the implementation of a five-year incentive scheme ('plan
d'intéressement') to the benefit of the management team of SeLoger.com,
provided the Revised Offer is successful.

The Supervisory Board of SeLoger.com, which met on 17. January 2011,
considered that the Offer price is now within the range of the independent
expert's report. The Board also acknowledged the provision of a minimum
acceptance threshold set at 50.01% (including Axel Springer's current 12.4
% stake) of the share capital and voting rights of SeLoger.com. Given the
improvement of the terms and conditions of the Revised Offer, the
Supervisory Board has unanimously declared the Revised Offer in conformity
with the interests of the group, its shareholders, its customers and its
employees, and should therefore be regarded as friendly. The Supervisory
Board recommends that the shareholders tender their SeLoger.com shares to
the Revised Offer.

In addition, the Supervisory Board of SeLoger.com has decided, in
accordance with the provisions of the agreement to:

- cancel the EGM convened on 20. January 2011;

- withdraw its appeal before the Court of Appeal of Paris against the
clearance decision of the AMF on to the Initial Offer.

Axel Springer will shortly file, with the AMF, an additional offer document
in accordance to the provisions of Article 232-9 of the AMF General
Regulations.

Berlin, 18. January, 2011

Axel Springer Aktiengesellschaft
Axel-Springer-Straße 65
D-10888 Berlin

Investor Relations contact:
Claudia Thomé
+49 (0)30 2591-77421
claudia.thome@axelspringer.de







18.01.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Axel Springer AG
Axel-Springer-Straße 65
10888 Berlin
Deutschland
Phone: +49 (0)30 2591-77421
Fax: +49 (0)30 2591-77422
E-mail: ir@axelspringer.de
Internet: www.axelspringer.de
ISIN: DE0005501357, DE0005754238
WKN: 550135, 575423
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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Investor contact: Claudia Thomé
Tel: +49 30 2591 77421