BKB Beteiligungsholding AG
60486 Frankfurt am Main
registered with the commercial register of the local court of Frankfurt am Main under HRB 107730.
Oldenburgische Landesbank AG
registered with the commercial register of the local court of Oldenburg (Oldb) under HRB 3003. ISIN: DE0008086000 (WKN: 808600)
The publication of the offer document will be made on the internet under www.bkb-bank. com/en/OLB upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
Information of the Bidder:
BKB Beteiligungsholding AG, a wholly owned subsidiary of Bremer Kreditbank AG, decided on 23 June 2017 to offer to the shareholders of Oldenburgische Landesbank AG by way of a voluntary public takeover offer to acquire their no-par value bearer shares in Oldenburgische Landesbank AG, each representing a notional amount of EUR 2.60 in the registered share capital ("OLB-Shares") against payment of a cash consideration in the amount of the weighted domestic stock exchange price during the three months prior to this publication per each OLB-Share (the "Takeover Offer").
BKB Beteiligungsholding AG and Allianz Deutschland AG have signed a share sale and purchase agreement today relating to 20,975,219 OLB-Shares, equalling to about 90.2% of all OLB-Shares ("SPA"). The transfer of the 20,975,219 OLB-Shares is subject to certain conditions. Because of the SPA, Allianz Deutschland AG will not accept the Takeover Offer for the 90.2% OLB-Shares held by it.
The completion of the Takeover Offer will be subject to certain conditions. These will include, in particular, receipt of necessary antitrust and other regulatory clearances, in particular banking regulatory clearances. Apart from this, the Takeover Offer will be made on and subject to the terms and conditions yet to be communicated in the offer document.
This announcement neither represents an offer to purchase or sell nor a solicitation of an offer to purchase or sell shares in Oldenburgische Landesbank AG. The final terms and conditions of the offer will be published in the offer document after the approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). BKB Beteiligungsholding AG reserves the right to deviate from the basic terms presented herein in the final terms and conditions. Investors and holders of shares in Oldenburgische Landesbank AG are strongly advised to read any relevant documents in connection with the voluntary public takeover offer as soon as such documents will be published as they will contain important information.
Frankfurt am Main, 23 June 2017
BKB Beteiligungsholding AG
End of WpÜG publication
As of today, the Offer Document regarding the voluntary public takeover offer (in the form of acash offer) of BKB Beteiligungsholding AG, Frankfurt/Main, Germany to the shareholders of Oldenburgische Landesbank AG, Oldenburg, Germany, for the acquisition of all shares of Oldenburgische Landesbank AG (ISIN DE0008086000) as well as a non-binding English convenience translation thereof are available on the internet.
Announcement regarding the availability of the Offer Document pursuant to section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG))
2nd Announcement according to Section 23 para. 1 sentence 1 no. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)
3rd Announcement pursuant to section 23 para. 1 sent. 1 no. 1 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)