DGAP-WpÜG: Takeover Offer; <DE000SKYD000> Target company: Sky Deutschland AG; Bidder: Kronen tausend985 GmbH 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. --------------------------------------------------------------------------- Sky Deutschland AG Announcement: Decision to Make an Offer for Sky Deutschland AG Art. 10 WpÜG announcement: NON-BINDING ENGLISH CONVENIENCE TRANSLATION 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: Kronen tausend985 GmbH Denninger Straße 84 81925 München Deutschland registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 211181 Target Company: Sky Deutschland AG Medienallee 26 85774 Unterföhring Germany registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 154549 ISIN: DE000SKYD000 WKN: SKYD00 The shares of the target company are listed in the regulated market (Prime Standard) of Frankfurt Stock Exchange and are traded in the over the counter market (Freiverkehr) in Berlin, Düsseldorf, Hamburg, Hannover, Munich and Stuttgart. Kronen tausend985 GmbH ('Bidder') decided today to make a voluntary public takeover offer to the shareholders of Sky Deutschland AG ('SkyD') (the 'Offer') for the purchase of their ordinary registered shares with no par value in SkyD (the 'SkyD-Shares') against payment of a cash consideration of EUR 6.75 per SkyD-Share. The Bidder has also entered today into a share purchase agreement with 21st Century Fox Adelaide Holdings B.V. ('21CF') for the acquisition of 21CF's 57.4% stake in SkyD on a fully diluted basis (after exercise of the convertible bond held by 21CF). The Bidder is an indirect wholly-owned subsidiary of British Sky Broadcasting Group plc, a public limited company incorporated in the United Kingdom. The Offer will be subject to conditions to be set out in the offer document, including regulatory clearances. The Offer will not be subject to a minimum acceptance condition. 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: www.tvinformationupdate.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 SkyD are strongly advised to read all relevant documents regarding the Offer published by the Bidder when they become available because they will contain important information. Investors and shareholders of SkyD will be able to receive these documents, when they become available, at the website www.tvinformationupdate.com. Upon publication, the offer document will also be available free of charge at a specified location. This announcement is for information purposes only and does not constitute an invitation to make an offer to sell SkyD-Shares. This announcement does not constitute an offer to purchase SkyD-Shares and is not for the purposes of the Bidder making any representations or entering into any other binding legal commitments. An offer to purchase shares in SkyD will be solely made by the offer document which is to be published by the Bidder in due course and the offer is exclusively subject to the terms and conditions set out in the offer document. The terms and conditions contained in the offer document may differ from the general information described in this announcement. Shareholders of SkyD 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 Offer for SkyD. The Offer will be issued exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, ('WpÜG')) and the 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 ('WpÜG Offer Regulation'). The Offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of United States of America, Canada, Australia, and Japan) other than those of the Federal Republic of Germany. Thus, 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 SkyD 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. The Bidder 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 the Bidder nor persons acting in concert with the Bidder 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. Munich, 25 July 2014 Kronen tausend985 GmbH The Managing Directors End of WpÜG announcement End of WpÜG announcement 25.07.2014DGAP'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 Frankfurt (Prime Standard); Freiverkehr Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
DGAP-WpÜG: Takeover Offer;
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