lastminute.com N.V. launches Partial Self-Tender Offer for 15.8% of its own shares at CHF 16 per share

Amsterdam / Chiasso, 10 April 2018 - lm group (the "Company"), a European leader in the online travel and leisure industry, today announced that lastminute.com N.V. (the "Offeror"), following the approval of the Swiss Takeover Board, launches the Partial Self-Tender Offer as announced earlier.

PSTO highlights

  • According to the prospectus of the offer (the "Offer Prospectus") the Partial Self-Tender Offer shall extend to 2,193,395 shares of the Company (the "Offer Shares"), representing 15.83% of the share capital of the Company, at an offer price of CHF 16 net in cash (the "Offer Price") per Offer Share (the "PSTO" or the "Offer").
  • With the publication of the Offer Prospectus today, 10 April 2018, the Offer will remain open for acceptance, after the expiration of a cooling-off period, for a period of ten (10) trading days, from 25 April 2018 until 9 May 2018, 4:00 p.m. CEST ("Offer Period") and is expected to be settled on 23 May 2018.
  • If until the end of the (possibly extended) Offer Period, more than 2'193'395 lastminute shares are validly tendered, the Offeror will reduce the number of shares accepted pro rata to 2'193'395 lastminute shares. Tendering Shareholders will remain obliged to sell such reduced number of lastminute shares under the Offer.
  • The offer implies a premium of +7.74% over the closing price on 9 April 2018 and an expected cash out of around CHF 35.1 million or EUR 29.8 million (at CHF/EUR exchange rate of 0.848).

Offer Prospectus and further information

The Offer Prospectus is available in German, French and English language on the website of the Company (www.lastminutegroup.com) and is available free of charge at the offices of the Company and the Financial Advisor mentioned below. The Company's website does not constitute a part of, and shall not be incorporated by reference into the Offer Prospectus.

The Offeror reserves the right to extend the Offer Period once or several times to a maximum of forty (40) trading days. An extension of the Offer Period beyond forty (40) trading days would require the prior consent of the Swiss Takeover Board.

This announcement contains selected, condensed information regarding the PSTO and does not replace or substitute the Offer Prospectus in whatsoever manner. The information in this announcement is not complete and additional information is available in the Offer Prospectus.

Shareholders are advised to review the Offer Prospectus in detail and to seek independent advice where appropriate to reach a balanced judgment in respect of the contents of the Offer Prospectus and the PSTO itself. In addition, shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their shares under the PSTO.

Neue Helvetische Bank AG is acting as offer manager.

Kepler Cheuvreux SA is acting as financial advisor. The contact details are 112 Avenue Kleber, 75116 Paris, France; e-mail: legal@keplercheuvreux.com

Restrictions

The information in this press release is not intended to be complete and for further information reference is made to the Offer Prospectus. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. The PSTO is made pursuant to the Offer Prospectus only and is not made in any jurisdiction in which the making of the PSTO or acceptance thereof would not be in compliance with the securities laws or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Prospectus.


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