Target company: SinnerSchrader; Bidder: Accenture Digital Holdings GmbH
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
Announcement of the Decision to make a Public Delisting Offer (öffentliches
Delisting-Angebot) pursuant to Section 10 para. 1 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -
'WpÜG') in conjunction with Section 39 para. 2 sentence 3 no. 1 of the
German Stock Exchange Act (Börsengesetz - 'BörsG')
Accenture Digital Holdings GmbH
Campus Kronberg 1, 61476 Kronberg im Taunus
registered with the commercial register of the local court of Königstein im
Taunus under HRB 9608
Völckersstraße 38, 22765 Hamburg
registered with the commercial register of the local court of Hamburg under
ISIN DE0005141907 (WKN: 514190)
Accenture Digital Holdings GmbH (the 'Bidder') has decided on 28 May 2019
to offer the shareholders of SinnerSchrader Aktiengesellschaft (the 'Target
Company') by way of a public delisting offer to acquire all bearer shares
with no par value in SinnerSchrader Aktiengesellschaft (the 'SinnerSchrader
Shares') which are not held by the Bidder against a cash consideration in
Euro in the amount equivalent to the weighted average domestic stock
exchange price of the SinnerSchrader-Shares during the last six months
before publication of this announcement (pursuant to section 31 para. 1
WpÜG in conjunction with section 39 para. 3 sentence 2 BörsG) which will be
determined by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht - 'BaFin') (the 'Delisting
Offer'). The Bidder estimates the so determined offer price to amount to
approx. EUR 12.77. If the minimum offer price determined by the BaFin
deviates from the estimated offer price by the Bidder, the Bidder will
publish a separate notification on the offer price.
Following this announcement, the Bidder will instruct the Target Company
under the existing domination and profit and loss transfer agreement in
accordance with Section 308 of the German Stock Corporation Act
1. to apply for the revocation of the admission of all SinnerSchrader
Shares to trading on the regulated market of the Frankfurt Stock
Exchange (General Standard) pursuant to section 39 para. 2 sentence 1
BörsG after prior agreement with the Bidder before the end of the
acceptance period which is to be determined in the Delisting Offer; and
2. after prior agreement with the Bidder, to take all reasonable measures
to ensure, to the extent possible, that the inclusion of the
SinnerSchrader Shares in all organized trading venues, in particular
the open markets, is terminated at the earliest time possible.
The offer document for the Delisting Offer (following approval by BaFin)
and further information in connection with the Delisting Offer will be
published by way of notice of availability in the German Federal Gazette
(Bundesanzeiger) and on the internet under http://accenture.de/company-
The Bidder is part of the Accenture group, a leading global professional
services company, providing a broad range of services and solutions in
strategy, consulting, digital, technology and operations. At the time of
this announcement, the Bidder holds directly in total 7,924,753
SinnerSchrader Shares, approx. 68.66% of the of the share capital and
voting rights in the Target Company.
The Delisting Offer will be subject to the terms contained in the offer
The terms of the Delisting Offer will be published in the offer document by
the Bidder following approval of the offer document by BaFin. Investors and
holders of SinnerSchrader Shares are advised to read the relevant documents
relating to the Delisting Offer following their publication as they contain
This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell SinnerSchrader Shares. This
announcement does not constitute an offer to purchase SinnerSchrader Shares
and is not for the purpose of the Bidder making any representations or
entering into any other binding legal commitments.
An offer to purchase SinnerSchrader Shares is solely made on the basis of
the announcement of the offer document which will be published on this
website after the approval by the BaFin and is subject exclusively to the
terms and conditions of the offer document. The terms and conditions in the
offer document may deviate from the information contained in this
The shareholders of the Target Company are advised to seek independent
advice in order to reach an informed decision in respect of the content of
the offer document and with regard to the Delisting Offer.
The Delisting Offer is issued exclusively under the laws of the Federal
Republic of Germany, especially under the WpÜG, the BörsG 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 (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).
The Delisting Offer is not executed according to the provisions of
jurisdictions other than those of the Federal Republic of Germany (in
particular not the United States of America (the 'USA'), Canada, Australia
and Japan). Thus, no other announcements, registrations, admissions or
approvals of the Delisting Offer outside the Federal Republic of Germany
have been filed, arranged for or have been made otherwise. For their
protection, the shareholders of the Target Company will not be able to rely
on provisions of jurisdictions other than the Federal Republic of Germany.
Every contract which will be entered into due to the acceptance of the
delisting offer will be subject exclusively to the laws of the Federal
Republic of Germany and must be construed in line with these laws.
This announcement does not constitute an offer to purchase securities or an
invitation to offer securities in the USA and in each other jurisdiction in
which such an offer or invitation for an offer would be unlawful.
The Delisting Offer referenced herein is not being made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transmission,
telex, telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national securities
exchange of, the USA.
Kronberg im Taunus, 28 May 2019
Accenture Digital Holdings GmbH
End of WpÜG announcement
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