Takeover Offer

Joint Substantiated Statement of the Management Board and the Supervisory Board
Joint Substantiated Statement of the Management Board and the Supervisory Board
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Press release June 22, 2018
Joint reasoned opinion of Westag AG: The Management Board and Supervisory Board recommend the acceptance of the takeover offer by Broadview Industries AG
Total consideration to outside shareholders is considered financially appropriate
The Management Board and Supervisory Board welcome the declared objective of Broadview Industries AG to continue developing Westag AG as a leading player in its key end markets
Rheda-Wiedenbrück, 22 June 2018. Today, the Management Board and Supervisory Board of Westag AG published their joint reasoned opinion on the voluntary public takeover offer by Broadview Industries AG (“Broadview”) pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”).
Following an in-depth review of the offer document published by Broadview on 11 June 2018, the Management Board and Supervisory Board recommend that shareholders of Westag AG accept the offer. This recommendation is explained in detail in the reasoned opinion.
Following a thorough review, the Management Board and Supervisory Board are of the opinion that the total consideration of EUR 31.00 per ordinary and preference share of Westag AG – comprised of a cash consideration of EUR 30.26 per ordinary share and EUR 30.20 per preference share, in addition to the expected dividend for the financial year 2017 of EUR 0.74 per ordinary share and EUR 0.80 per preference share – is financially appropriate from the point of view of outside shareholders of the company.
The Management Board and Supervisory Board also carefully reviewed the declared intentions of Broadview as outlined in the offer document with regard to the future of Westag AG’s business activities and assess these as positive overall. Both Boards are of the opinion that the envisaged partnership with Broadview is conducive to the strategic objectives and best interests of the company, its employees and customers.
The full reasoned opinion of the Management Board and Supervisory Board can be viewed at www.westag-getalit.com/uebernahmeangebot. The shareholders of Westag have until 9 July 2018 at 24:00 (CET) to accept the offer by Broadview.
Offer document for the announced voluntary public takeover offer by Broadview published
Broadview Industries AG, an indirect subsidiary of Broadview Holding B.V. (together "Broadview"), published the offer document for the voluntary public takeover offer on June 11, 2018, which Broadview submits to the shareholders of Westag AG ("Westag") for all ordinary shares held (ISIN: DE0007775207) and all preference shares (ISIN: DE0007775231).
The Management Board and the Supervisory Board of Westag AG will carefully review the published Offer Document in the best interest of the Company. As soon as this review has been completed, the Management Board and Supervisory Board will publish a reasoned opinion on the offer. This will be the case within the next two weeks.
The Offer Document is available on the Bidder's website at www.broadview-angebot.de
Ad-hoc, May 23, 2018
Gethalia Foundation and Broadview Industries AG have reached an agreement on the sale of 75.50 percent of the ordinary shares of Westag AG - announcement of a voluntary public takeover offer
Rheda-Wiedenbrück, 23 May 2018 – The Management Board of Westag AG has been informed that the majority shareholder of Westag AG, Gethalia Foundation, completed an agreement today with Broadview Industries AG regarding the sale of all ordinary shares held by Gethalia Foundation, amounting to 75.5 percent of the issued ordinary shares. As a result, the sale consists of 37.75 percent of all shares in Westag AG. Broadview Industries AG is an indirect subsidiary of Broadview Holding B.V., a company based in the Netherlands.
Pursuant to Section 10 of the German Securities Acquisition and Takeover Act, Broadview Industries AG furthermore published its decision today to make a voluntary public takeover offer to all shareholders of Westag AG to acquire their no-par bearer shares. According to the announcement, the shareholders of Westag AG will be offered EUR 31.00 per ordinary and preference share in cash. If the settlement of the takeover offer occurs prior to the next Annual General Meeting of Westag AG, the cash consideration in the amount of EUR 30.26 per ordinary share and EUR 30.20 per preference share will be increased by EUR 0.74 per ordinary share and EUR 0.80 per preference share to EUR 31.00 per ordinary and preference share in cash. If the settlement of the takeover offer occurs after the next Annual General Meeting of Westag AG, the shareholders of Westag AG will, in addition to the cash consideration in the amount of EUR 30.26 per ordinary share and EUR 30.20 per preference share in cash, receive the expected dividend for the financial year 2017 of EUR 0.74 per ordinary share and EUR 0.80 per preference share. If the dividend for the financial year 2017 is less than EUR 0.74 per ordinary share and EUR 0.80 per preference share, Broadview Industries AG will make up the difference for those shareholders who have tendered their shares as part of the takeover offer.
Furthermore, the completion of the takeover offer will be subject to merger-control approvals. However, the key terms for the offer will be set solely by the offer document that has to be published yet.
The Management Board and the Supervisory Board of Westag AG will carefully review the offer and issue a reasoned opinion following the release of the offer documents in accordance with Section 27 of the German Securities Acquisition and Takeover Act. The Management Board is of the opinion that Broadview Industries AG is as a suitable partner for the continued long-term development of Westag AG.
Against the background of these events, the Management Board intends to postpone the already summoned Annual General Meeting of Westag AG from 26 June 2018 to 31 August 2018.