Drägerwerk AG & Co. KGaA / Capital Increase
16.06.2010 08:48
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 release according to section 15 Securities Trading Act (WpHG)
Not for release, publication or distribution, directly or indirectly, in or
into the United States, Australia, Canada, Japan or South Africa.
Dräger resolves cash capital increase and listing of ordinary shares
Today, the Executive Board of the general partner, i.e. Drägerwerk
Verwaltungs AG, of Drägerwerk AG & Co. KGaA, based on an authorization
resolution by the annual shareholder's meeting of May 8, 2009, and with the
prior approval of the responsible corporate bodies, resolved to increase
the share capital against cash contributions with subscription rights of
the Company's ordinary and preferred shareholders. The Company's share
capital shall be increased by EUR 9.8 million to EUR 42.3 million by
partially utilizing the existing authorized capital by issuing 3,810,000
new ordinary bearer shares with no par value, each with a notional value in
the share capital of EUR 2.56 per share and with full dividend rights as of
January 1, 2010 (the 'New Shares').
The capital increase shall strengthen the equity capital base and reduce
debt, therefore providing the Company with more financial flexibility for
the financing of the further expansion of its market position in emerging
markets, of its investments and of future smaller acquisitions as part of
its strategic planning.
The New Shares shall be offered to the Company's ordinary and preferred
shareholders in a public offering in Germany and in a private placement to
qualified institutional investors also outside of Germany at a subscription
ratio of 10 old shares to 3 New Shares at the subscription price. The
Executive Board of Drägerwerk Verwaltungs AG will - expected to be on June
17, 2010 - determine the subscription price for each New Share with the
prior approval of the responsible corporate bodies. The subscription period
for the offering starts on June 17, 2010, and ends on June 30, 2010. In
addition, it is intended that not only all New Shares will be admitted to
the regulated market (Prime Standard) of the Frankfurt Stock Exchange, but
that also all 6,350,000 already existing ordinary shares will be admitted.
The initial listing of the existing ordinary shares is expected to commence
on June 21, 2010.
Goldman Sachs International based in London and M.M.Warburg & CO KGaA based
in Hamburg act as joint bookrunners for the capital increase. Goldman Sachs
is also acting as the Global Coordinator. Yesterday, the joint bookrunners
entered into an underwriting agreement under which they are obliged,
subject to certain conditions and rights of withdrawal, to underwrite the
New Shares and to offer them to the Company's shareholders for
subscription. Details on the subscription of New Shares are expected to be
published in the subscription offering in the electronic version of the
Federal Gazette (Bundesanzeiger) on June 16, 2010, and the Frankfurter
Allgemeine Zeitung on June 17, 2010. The subscription rights attributable
for the preferred shares will be traded on the regulated market (floor
trading) of Frankfurt Stock Exchange June 18 to June 28, 2010, inclusive.
It is planned that, on June 17, 2010 and already beginning on June 16,
2010, 1,039,200 ordinary shares without subscription rights held by Dr.
Heinrich Dräger GmbH will be placed by way of a private placement with
institutional investors as part of a so-called accelerated bookbuilt
offering, in short: ABO. Following the ABO placement and presumably also on
June 17, 2010, the subscription price will be determined and announced by
the Company and the joint bookrunners on the basis of the purchase price
paid by institutional investors for each ordinary share in the ABO
placement. The subscription price will be 33 percent lower than the ABO
price.
Several members of the Dräger family have undertaken vis-à -vis the joint
bookrunners to buy a total of 269,800 existing ordinary shares without
subscription rights from Dr. Heinrich Dräger GmbH at the ABO price and in
addition to exercise all of their own respective subscription rights from
the preferred shares they hold. Dr. Heinrich Dräger GmbH intends to use the
proceeds from the ABO placement, the proceeds from the described sale of
existing ordinary shares stock it holds to the members of the Dräger family
as well as possible additional own funds to purchase the remaining
subscription rights attributable to existing ordinary shares and to
exercise all of the subscription rights attributable to existing ordinary
shares.
After completion of the capital increase the share in the then listed
ordinary shares of the Company held by the Dräger family, assuming inter
alia that Dr. Heinrich Dräger GmbH fully exercises all of its subscription
rights, will amount to around 71 percent.
Subject to the approval of the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), the prospectus required
for the public offering is expected to be published on June 16, 2010 and
will also be available at www.draeger.com/capital_increase_2010/ free of
charge.
Drägerwerk AG & Co. KGaA - the Executive Board of the general partner
Drägerwerk AG & Co. KGaA
Moislinger Allee 53-55
23558 Lübeck, Germany
www.draeger.com
Investor Relations:
Vanina Herbst
Tel. +49 451 882-2685
vanina.herbst@draeger.com
Corporate Communications:
Burkard Dillig
Tel. +49 451 882-2185
burkard.dillig@draeger.com
Disclaimer
The information contained herein serves information purposes and does not
constitute a prospectus or any offer for sale or subscription of or
solicitation or invitation of any offer to buy or subscribe for any
securities. Securities will solely be offered on the basis of a prospectus
or other offering circular to be issued by the Company in connection with
such offering. Subject to approval by the German Federal Financial
Services Supervisory Authority, a German prospectus or offering circular
will be available free of charge from Drägerwerk AG & Co. KGaA (Moislinger
Allee 53/55, 23542 Lübeck, Germany) and on the Drägerwerk AG & Co. KGaA web
site www.draeger.com/capital_increase_2010/ for residents in Germany. The
New Shares will be offered exclusively on the basis of a prospectus
required to be approved by the German Federal Financial Services
Supervisory Authority.
This release does not constitute an offer to sell securities, or a
solicitation of an offer to buy securities, into the United States.
Securities may not be offered or sold in the United States of America
absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'). The securities
of Drägerwerk AG & Co. KGaA described herein have not been and will not be
registered under the Securities Act, or the laws of any State, and may not
be offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable State laws. Drägerwerk AG
& Co. KGaA does not intend to register any portion of the offering in the
United States or conduct a public offering of securities in the United
States.
16.06.2010 08:48 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]
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Language: English
Company: Drägerwerk AG & Co. KGaA
Moislinger Allee 53-55
23542 Lübeck
Deutschland
Phone: +49 (0)451 882-0
Fax: +49 (0)451 882-2080
E-mail: info@draeger.com
Internet: www.draeger.com
ISIN: DE0005550636, DE 000 555 065 1, DE 000 555 067 7, DE 000 555 071 9
WKN: 555063, 555065 Genussschein A, 555067 Genussschein K, 555071 Genussschein D
Indices: TecDAX
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Düsseldorf, Hannover, München, Hamburg; Freiverkehr in
Stuttgart
End of News DGAP News-Service
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DGAP-Adhoc: Drägerwerk AG & Co. KGaA: Dräger resolves cash capital increase and listing of ordinary shares
| Source: EQS Group AG