Postbank Shareholders who do not want to accept this Takeover Offer should in particular con-
sider the current intentions of the Offeror with regard to the future business activities of the Tar-
get Company and the Offeror as set forth in Section 8 of this Offer Document, as well as the fol-
lowing aspects:
a)
The Offeror expects that the stock exchange price of the Postbank Shares during the Ac-
ceptance Period will reflect the fact that the Offeror published its decision to make the
Takeover Offer on 12 September 2010. It is thus uncertain whether, after completion of
the Takeover Offer, the stock exchange price of the Postbank Share will remain at the
level at which it is at any point in time during the Acceptance Period, and whether and
how this price will change.
b)
The Offeror has no plans to cause Postbank, upon completion of the Offer or at any time
thereafter, to apply for delisting of Postbank Shares at one or more German stock ex-
changes upon the requirements for such a delisting being met.
c)
The execution of the Offer will presumably result in a reduction of the free float of Post-
bank Shares. It can thus not be excluded that the supply of and the demand for Postbank
Shares after a successful completion of this Offer will be lower than at the present time.
Therefore, the daily trading volume of Postbank Shares at the stock exchanges where the
Postbank Shares are traded may decline, in extreme circumstances even to zero. As a
consequence, purchase and sale orders might no longer be able to be executed, or to be
executed in the desired volume. Furthermore, this may result in stronger price fluctua-
tions compared to the time prior to the completion of the Offer.
d)
The Postbank Shares currently form part of the MDAX
®, an index calculated by
Deutsche Börse AG which comprises 50 companies traded on the Frankfurt Stock Ex-
change which, in terms of size and turnover, rank after the largest 30 companies in terms
of size and turnover listed on the Frankfurt Stock Exchange. The execution of the Offer is
expected to lead to a reduction of the free float of Postbank Shares and may result in
Postbank no longer complying with Deutsche Börse AG's admission criteria for inclusion
in the MDAX
®, as applicable from time to time. If Postbank is removed from the index
portfolio of the MDAX
®, this may cause institutional investors acquiring Postbank Shares
to track the MDAX
®to sell Postbank Shares and to no longer acquire such shares in the
future. Any resulting increase in the number of Postbank Shares on offer in combination
with a reduced demand for Postbank Shares may adversely affect the stock exchange
price of the Postbank Share and its price performance.
e)
Under the Takeover Offer the Offeror will not reach a size of participation which would
be sufficient to allow for a squeeze-out. The Offeror does not aim at a squeeze-out. How-
ever, the Offeror reserves the right to perform a squeeze-out upon reaching the required
threshold.
If under this Takeover Offer the Offeror would reach a participation of at least 95%, the
Offeror could apply for the exclusion of the remaining Postbank Shareholders pursuant to
§ 39a WpÜG. Even if the Offeror does not exercise such right, Postbank Shareholders not
accepting this Offer may accept this Offer pursuant to § 39c WpÜG (provided that the re-
quirements of § 39a WpÜG are met) within three months following the expiration of the
Acceptance Period.
16.
Right of rescission of Postbank Shareholders accepting the Offer
Postbank Shareholders who accepted the Takeover Offer may rescind their acceptance of the
Takeover Offer in the following circumstances:
a)
In the event that the Takeover Offer is amended, each Postbank Shareholder is entitled
pursuant to § 21 (4) WpÜG, until the expiration of the Acceptance Period, to rescind the
acceptance of the Takeover Offer if and to the extent that it has accepted the Offer prior
to the publication of such amendment to the Offer. In particular, the waiver by the Of-
feror of a condition pursuant to Section 11.2 of this Offer Document constitutes an
amendment of the Offer.
b)
In the event of a competing offer, each Postbank Shareholder will be entitled pursuant to
§ 22 (3) WpÜG, until the expiration of the Acceptance Period, to rescind the acceptance
of the Takeover Offer if and to the extent that it has accepted the Offer prior to publica-
tion of the offer document for the competing takeover offer.
The rescission is effected by written notice to the Custodian Bank of the rescinding Postbank
Shareholder within the Acceptance Period and by re-booking the relevant Postbank Shares Ten-
dered for Sale by these Custodian Banks from ISIN DE000A1E8HP5 (WKN A1E 8HP) into
ISIN DE0008001009 (WKN 800 100) at CBF. The rescission notice will not become effective
until the relevant Postbank Shares Tendered for Sale have been re-booked in due time into
ISIN DE0008001009 (WKN 800 100). Re-booking of the shares is deemed to have been made in
due time if it is effected at the latest by 5.30 p.m. (local time Frankfurt am Main) on the second
Banking Day after the expiration of the Acceptance Period. After the re-booking, the Postbank
Shares may again be traded under ISIN DE0008001009 (WKN 800 100).
Upon effective exercise of the right of rescission, the relevant Postbank Shareholders rescind the
agreement entered into by accepting this Takeover Offer.
The rescission of the acceptance of this Takeover Offer cannot be revoked. Postbank Shares
Tendered for Sale in respect of which the right of rescission has been exercised are deemed not
to be tendered for sale under this Takeover Offer after the rescission. In such case, Postbank
Shareholders may again accept the Takeover Offer prior to expiration of the Acceptance Period
in accordance with the procedures described in this Offer Document.
17.
Information on payments to, or other benefits of monetary value for, members of
In document
B.O.U.H. 2003, núm. 36 - febrero
(página 72-75)