Highlight Communications AG (XTRA:HLG) and Studhalter Investment AG made a voluntary takeover bid to acquire 70% stake in Constantin Medien AG (XTRA:EV4) from BWVA, Frankfurter Aktienfonds fur Stiftungen (DB:FZ17), managed by BNY Mellon Service Kapitalanlage-Gesellschaft mbH, Axxion S.A. (SNSE:AXXION) and others for approximately €150 million on November 27, 2017. As per terms, Highlight Communications AG (HLC) and Studhalter Investment AG (SIAG) made a takeover offer at a price of €2.3 in cash per Constantin Medien AG (CMAG) bearer share. Further, HLC and SIAG entered into a framework agreement with Bernhard and Rosmarie Burgener, Highlight Event und Entertainment AG (HLEE) and Alexander Studhalter, pursuant to which HLC and SIAG, with exempting effect for Bernhard and Rosmarie Burgener, HLEE and Alexander Studhalter, are to launch a takeover bid to the shareholders of CMAG.

HLC announced a private placement of 15.75 million common shares at €5.2 per share for gross proceeds of €81.9 million on June 12, 2017. The private placement transaction was intended to prepare a possible takeover offer to CMAG shareholders. The funds of €152.21 million required for the financing arrangements were made available in dedicated offer accounts and the funds deposited in such accounts are available for the purpose financing the transaction. All shares of CMAG tendered as part of the takeover offer will be acquired and transferred to HLC upon completion of the takeover offer. The publication of the offer document, which may only take place after approval by the German Federal Financial Supervisory Authority, is expected to occur in the course of December 2017.

The offer acceptance period commences on December 18, 2017 and will end on January 17, 2018, unless extended. There will be a further acceptance period commencing on January 23, 2018 and end on February 5, 2018, for those shareholders who have not tendered their shares. Of the members of the Supervisory Board, Andreas Benz intends to accept the offer for the Constantin shares by him. If, after execution of the offer, the bidders or any other party gaining controlling interest holds at least 90% of Constantin's share capital, a squeeze-out could be enforced. The Constantin shares would be de-listed in the event of the squeeze-out.

The takeover offer will be subject to the condition precedent of the receipt of necessary antitrust clearances, including the German and Austrian Federal Cartel authorities and courts under merger control law. The Management Board and by the Supervisory Board, acting through the takeover committee, have reviewed the offer and have unanimously approved the offer and have recommended the shareholders of CMAG to accept the offer. If the takeover bid is successful, it will exempt the other parties of the framework agreement from the obligation to make a mandatory offer in case of additional purchases of CMAG shares in the future. As of January 17, 2018, until the end of offer period the takeover offer has been accepted for 35.98 million shares of CMAG which corresponds to 38.44% of the share capital and voting rights of Constantin Medien. All antitrust approvals have been obtained.

Sebastian Freitag of Freitag & Co. GmbH acted as fairness opinion provider for Constantin Medien AG. Rolf Watter, Urs Kägi, Dieter Dubs, Michael Trippel, Nadina Duss, Cyrill Tschudin, Annina Hammer, Matthias Tanner, Cinzia Catelli, Alain Grieder, Annette Weber, Alexander von Jeinsen and Mani Reinert of Bär & Karrer acted as legal advisors for HLC. Stephan Aubel, Wolfgang Bosch, Andreas Neun, Alexander Gebhardt, Jan-Rasmus Roßkamp, Walter Andert, Mirko Töpfer, Hannah Bug and Nils Bremer of Gleiss Lutz acted as legal advisors for Highlight Communications. Dieter Gericke and Nina Hagmann of Homburger acted as legal advisors for CMAG. Oddo BHF is the advsing bank in the deal. Josef Broich, Ferdinand von Rom, Dr. Olaf Gierke, Wolfgang Sturm of Broich and Franz Urlesberger of Schönherr acted as legal advisors for Highlight Communications. Simon Weiß, Philipp Grenzebach, Philipp von Ilberg, Tobias Riemenschneider and Anna Steudner of McDermott Will & Emery, Thomas Zwissler, Krämer, Schultes of Zirngibl acted as legal advisors for Constantin Medien.

Highlight Communications AG (XTRA:HLG) and Studhalter Investment AG completed the acquisition of 48.4% stake in Constantin Medien AG (XTRA:EV4) from BWVA, Frankfurter Aktienfonds fur Stiftungen (DB:FZ17), managed by BNY Mellon Service Kapitalanlage-Gesellschaft mbH, Axxion S.A. (SNSE:AXXION) and others for approximately €100 million on February 5, 2018. Take offer has been accepted for 45.3 million shares corresponding to 48.8% stake in outstanding share capital of Constantin. The settlement of the takeover offer will occur on February 13, 2018.