DGAP-WpÜG: Takeover Offer;

DGAP-WpÜG: Takeover Offer; <DE000A0WMLD8>


Target company: Joyou AG; Bidder: GraceB S.à r.l.

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
---------------------------------------------------------------------------

Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1
in conjunction with sections 29 para. 1, 34 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

GraceB S.à r.l.
46A, avenue J.F. Kennedy 
L-1855 Luxembourg
Luxembourg

registered with the Luxembourg Register of Commerce and Companies (Registre
de Commerce et des Sociétés) under registration number B 179188

Target:

Joyou AG
Winterstraße 4 - 8
22765 Hamburg
Germany

registered with the commercial register of the local court (Amtsgericht) of
Hamburg under HRB 106431

ISIN: DE 000A0WMLD8
WKN: A0WMLD

GraceB S.à r.l ('GraceB') decided today to make a voluntary public takeover
offer to the shareholders of Joyou AG (the 'Offer') for the purchase of
their non-par-value bearer shares (auf den Inhaber lautende Stückaktien
ohne Nennbetrag) with a calculatory share in the share capital of Joyou AG
of EUR 1.00 per share (the 'Joyou Shares').

Subject to the other provisions of the offer document, GraceB intends to
offer the shareholders of Joyou AG a cash consideration in the amount of
the statutory minimum price pursuant to section 31 para. 1 German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, 'WpÜG') in conjunction with sections 3 to 5 of the
applicable Regulation on the Content of the Offer Document, Consideration
for Takeover Offers and Mandatory Offers and the Release from the
Obligation to Publish and Issue an Offer (Verordnung über den Inhalt der
Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und
Pflichtangeboten und die Befreiung von der Verpflichtung zur
Veröffentlichung und zur Abgabe eines Angebots, 'WpÜG Offer Regulation').

The offer document (in German and a non-binding English translation)
containing the detailed terms and conditions of, and other information
relating to, the Offer will be published on the internet at

http://www.grace-offer.com.

The offer document will also be published by way of a notice of
availability in the Federal Gazette (Bundesanzeiger).

Important Notice

The terms and conditions of the Offer will be published in the offer
document only after the permission by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) has been obtained. Investors and holders of shares in Joyou AG are
strongly advised to read the relevant documents regarding the Offer
published by GraceB when they become available because they will contain
important information. Investors and shareholders of Joyou AG will be able
to receive these documents, when they become available, at the website
http://www.grace-offer.com/. Upon publication, the offer document will also
be available free of charge at a location yet to be specified and will be
mailed to investors and shareholders of Joyou AG free of charge upon
request.

This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell Joyou Shares. This announcement does
not constitute an offer to purchase Joyou Shares either and is not for the
purposes of GraceB making any representations or entering into any other
binding legal commitments.

An offer to purchase shares in Joyou AG will be solely made by the offer
document which is to be published by GraceB in due course and is
exclusively subject to its terms and conditions. The terms and conditions
contained in the offer document may differ from the general information
described in this announcement.

Shareholders of Joyou AG are strongly recommended to seek independent
advice, where appropriate, in order to reach an informed decision in
respect of the content of the offer document and with regard to the
takeover offer for Joyou AG.

The Offer will be issued exclusively under the laws of the Federal Republic
of Germany, especially under the WpÜG and the WpÜG Offer Regulation and
certain applicable provisions of U.S. securities law. The Offer will not be
executed according to the provisions of jurisdictions (including the
jurisdictions of Canada, Australia, and Japan) other than those of the
Federal Republic of Germany and certain applicable provisions of U.S.
securities law. Except for a mandatory public announcement by LIXIL Group
Corporation, Japan, in accordance with Japanese laws and listing
regulations, no other announcements, registrations, admissions or approvals
of the Offer outside the Federal Republic of Germany have been filed,
arranged for or granted. The shareholders of Joyou AG cannot rely on having
recourse to provisions for the protection of investors in any jurisdiction
other than such provisions of the Federal Republic of Germany. Any contract
that is concluded on the basis of the Offer will be exclusively governed by
the laws of the Federal Republic of Germany and is to be interpreted in
accordance with such laws.

GraceB has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by third parties outside the Federal Republic of Germany. Neither
GraceB nor persons acting in concert with GraceB within the meaning of
Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible
for the compliance of the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by a third party outside of the Federal Republic of Germany to
any jurisdiction with legal provisions other than those of the Federal
Republic of Germany.

The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany may be restricted
by law. Persons who are not resident in the Federal Republic of Germany or
who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.

Luxembourg, 26 September 2013

GraceB S.à r.l 

The Board of Managing Directors

End of WpÜG announcement

26.09.2013DGAP's Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
Listed: Regulierter Markt in Frankfurt (Prime Standard), Freiverkehr in
Berlin, Düsseldorf, München und Stuttgart
 
Press spacebar to pause and continue. Press esc to stop.