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News
07.09.2011
ALF Group Holdings AG - AGM and Takeover Update
ALF Group Holdings AG - AGM and Takeover Update
Sydney - 7th of September 2011 – The Directors of ALF Group Holdings AG (ALF), wish to update investors and the market regarding the Annual General Meeting (AGM) and the previously announced take over offer.
The AGM will be held this Thursday (8th September) and your Chairman will be traveling to Zurich to attend the meeting. Due to on-going negotiations in a major transaction for ALF, the Chairman will fly imediately to Hong Kong.
Invitations were advertised for shareholders attendance and placed on the company’s website. The date for acepting the invitation to attend has now passed.
All Proxies recieved indicate that the resoloutions will pass unopposed.
Immediately after the AGM, the Board will conduct a meeting to deal with among other issues, the take over.
Shareholders have asked when they will recieve the offer and the Directors wish to confirm that it is imperative that all legal obligations are met prior to distribution.
Under Swiss Law, parties to a private Merger & Acquisition (M&A) transaction must choose the appropriate governing law and in this instance, the parties have chosen Swiss Law.
Under Swiss Law, when dealing with a Swiss public company, the sale is not supervised by a regulator.
There are four phases to a Swiss public company M&A:
- Pre Contractual Phase - this is where the parties negotiate the principal terms of the M&A. This would include normal due diligence review of assets and liabilities, either payment or transfer of the liabilities, representations and warranties required and a sign off by the company accountant or auditor that the offer is a fair offer for the company.
- Signing of the transaction Agreements - this includes the obligations of the target and buyer, determining legal ownership and procedural due process for the transfer of assets.
- Closing - this is the completion of the transfer of assets.
- Post closing - this would include the issue of shares in the new entity to outgoing ALF shareholders and subject to the option selected, the determined cash consideration.
Due to legal delays regarding compliance with Swiss Law and obtaining the accountants report, the offer acceptance date will be 30 days from the issue of the formal offer with the acceptance document being either:
- sent to shareholders via their banks or
- published via a press release and
- posting on the ALF website.
Shareholders should note that at a relevant time, based on the number of acceptances received, ALF shares will be removed from offical quotation.
This is not predicated on the start or closing date of the offer but on the number of accpetances recieved.
This is a warning for shareholders who have either lent stock for short selling purposes or for parties who have uncovered postions and no prior notice will be given.
When the relevant number of acceptances are recieved, the company will be placed into a trading halt.
The ALF Board cannot advise shareholders on the offer and cannot answer questions of a commercial nature.
Shareholders who are in need of advice should seek independent financial advice.
To be clear:
1. The cash component of the offer is EURO 20 cents
2. The outline of the offer is either:
- Option 1:
5 x ALF Group Holdings AG shares will be exchanged for 1 ALF Finance and Investments Pty Ltd share and a payment to the seller of EURO 20c.
The timing for the cash payment will be within 30 days of ALF Finance and Investments Limited listing on the Australian Stock Exchange.
ALF Finance and Investments Limited shares will be subject to an escrow period,
A maximum of 50% of shareholders can subscribe or accept option 1.
Where acceptances for option 1 exceed 50%, these acceptances will be pro rata reduced and the over acceptances being placed into option 2.
or
Option 2:
3 x ALF Group Holdings AG shares will be exchanged for 1 ALF Finance and Investments Limited share.
ALF Finance and Investments Limited shares will be subject to an escrow period.
Commitments for over 40% of ALF Group Holdings AG issued capital have been received in favor of option 2.
Shareholders who fail to respond to the offer will be deemed to accept and be placed into option 2.
For further information please contact:
ALF Group Holdings AG, Level 29, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000, Australia
Telephone +61-2-9293-2500
Fax +61-2-9293-2930
Website: www.alfgroupag.com
Email: info@alfgroupag.com
Legal Disclaimer
This press release contains forward-looking statements based on beliefs of ALF management. When used in this press release, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. Such statements reflect the views of ALF Group Holdings AG as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products, lack of acceptance of new products or services and changes in business strategy. ALF disclaims any intention or obligation to update these forward-looking statements.
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Sydney - 7th of September 2011 – The Directors of ALF Group Holdings AG (ALF), wish to update investors and the market regarding the Annual General Meeting (AGM) and the previously announced take over offer.
The AGM will be held this Thursday (8th September) and your Chairman will be traveling to Zurich to attend the meeting. Due to on-going negotiations in a major transaction for ALF, the Chairman will fly imediately to Hong Kong.
Invitations were advertised for shareholders attendance and placed on the company’s website. The date for acepting the invitation to attend has now passed.
All Proxies recieved indicate that the resoloutions will pass unopposed.
Immediately after the AGM, the Board will conduct a meeting to deal with among other issues, the take over.
Shareholders have asked when they will recieve the offer and the Directors wish to confirm that it is imperative that all legal obligations are met prior to distribution.
Under Swiss Law, parties to a private Merger & Acquisition (M&A) transaction must choose the appropriate governing law and in this instance, the parties have chosen Swiss Law.
Under Swiss Law, when dealing with a Swiss public company, the sale is not supervised by a regulator.
There are four phases to a Swiss public company M&A:
- Pre Contractual Phase - this is where the parties negotiate the principal terms of the M&A. This would include normal due diligence review of assets and liabilities, either payment or transfer of the liabilities, representations and warranties required and a sign off by the company accountant or auditor that the offer is a fair offer for the company.
- Signing of the transaction Agreements - this includes the obligations of the target and buyer, determining legal ownership and procedural due process for the transfer of assets.
- Closing - this is the completion of the transfer of assets.
- Post closing - this would include the issue of shares in the new entity to outgoing ALF shareholders and subject to the option selected, the determined cash consideration.
Due to legal delays regarding compliance with Swiss Law and obtaining the accountants report, the offer acceptance date will be 30 days from the issue of the formal offer with the acceptance document being either:
- sent to shareholders via their banks or
- published via a press release and
- posting on the ALF website.
Shareholders should note that at a relevant time, based on the number of acceptances received, ALF shares will be removed from offical quotation.
This is not predicated on the start or closing date of the offer but on the number of accpetances recieved.
This is a warning for shareholders who have either lent stock for short selling purposes or for parties who have uncovered postions and no prior notice will be given.
When the relevant number of acceptances are recieved, the company will be placed into a trading halt.
The ALF Board cannot advise shareholders on the offer and cannot answer questions of a commercial nature.
Shareholders who are in need of advice should seek independent financial advice.
To be clear:
1. The cash component of the offer is EURO 20 cents
2. The outline of the offer is either:
- Option 1:
5 x ALF Group Holdings AG shares will be exchanged for 1 ALF Finance and Investments Pty Ltd share and a payment to the seller of EURO 20c.
The timing for the cash payment will be within 30 days of ALF Finance and Investments Limited listing on the Australian Stock Exchange.
ALF Finance and Investments Limited shares will be subject to an escrow period,
A maximum of 50% of shareholders can subscribe or accept option 1.
Where acceptances for option 1 exceed 50%, these acceptances will be pro rata reduced and the over acceptances being placed into option 2.
or
Option 2:
3 x ALF Group Holdings AG shares will be exchanged for 1 ALF Finance and Investments Limited share.
ALF Finance and Investments Limited shares will be subject to an escrow period.
Commitments for over 40% of ALF Group Holdings AG issued capital have been received in favor of option 2.
Shareholders who fail to respond to the offer will be deemed to accept and be placed into option 2.
For further information please contact:
ALF Group Holdings AG, Level 29, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000, Australia
Telephone +61-2-9293-2500
Fax +61-2-9293-2930
Website: www.alfgroupag.com
Email: info@alfgroupag.com
Legal Disclaimer
This press release contains forward-looking statements based on beliefs of ALF management. When used in this press release, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. Such statements reflect the views of ALF Group Holdings AG as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products, lack of acceptance of new products or services and changes in business strategy. ALF disclaims any intention or obligation to update these forward-looking statements.
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0121325671">http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0121325671</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.