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. --------------------------------------------------------------------------- Amendment to the 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 On 26 September 2013, GraceB S.à r.l ('GraceB') published its intention pursuant to section 10 in conjunction with section 29, 34 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, 'WpÜG') 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') against payment of a cash consideration in the amount of the statutory minimum price pursuant to section 31 para. 1 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'). Today, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) informed GraceB that the weighted average domestic stock price of the Joyou Shares during the three months preceding the publication of the intention to make the Offer on 26 September 2013 amounted to EUR 12.16 as per the reference date 25 September 2013. GraceB will therefore offer a consideration in cash for the purchase of the Joyou Shares under the Offer in the amount of EUR 12.16 per Joyou Share. 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, 4 October 2013 GraceB S.à r.l The Board of Managing Directors End of WpÜG announcement 04.10.2013DGAP'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
DGAP-WpÜG: Takeover Offer;
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