C-QUADRAT signs Purchase agreement for the acquisition of the British asset management company BCM
Today the share purchase agreement regarding the contemplated transaction has been entered with Laakman Holding Ltd. The purchase price amounts to approximately EUR 13,400,000 and is subject to an amendment in 3 1/4 years that may result in an increase or decrease in the purchase price of up to 30 % depending on the operating results. According to the share purchase agreement inter alia C-QUADRAT's treasury shares will be used as acquisition currency. The share of used treasury shares amounts to 3 % of C-QUADRAT's share capital and therefore equals approximately 30% of the agreed purchase price. In the event of breach of contractual warranties and / or indemnifications caused by the sellers, the sellers may under certain circumstances be entitled to fulfill their obligations through a (re-)transfer of the shares in C-QUADRAT to C-QUADRAT, also exceeding the number of treasury shares initially received from C-QUADRAT, or the transfer of the proceeds from the sale of such shares.
Among others the acquisition is subject to the approval by the UK Financial Services Authority (FSA), London.
Furthermore, the consummation of the transaction is conditional upon the supervisory board approval of the utilization of the treasury shares under exclusion of the subscription right. The respective report of the management board regarding the intended sale of treasury shares including the exclusion of the subscription right pursuant to § 171 (1) Austrian Stock Corporation Act (Aktiengesetz) will be published on C-QUADRAT's website within the next days. The required approval of the supervisory board may be given two weeks after the report's publication at the earliest.
The parties aim at completing the transaction during Q4 2012.