ARBONIA

AFG publishes offer prospecus on takeover of Looser Holding AG

This press release or the information contained therein is not being issued and may not be published or distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries. 


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- Publication of the offer prospectus for the public purchase and exchange offer of AFG Arbonia-Forster-Holding AG, Arbon, Switzerland ("AFG"), for all publicly held registered shares of Looser Holding AG, Arbon, Switzerland ("Looser"), and the statutory financial statements of AFG for the period ending on 30 June 2016.

- AFG has committed itself to propose the election of Dr. Rudolf Huber and Mr. Thomas Lozser as members of the board of directors of AFG and a change of AFG's company name to Arbonia AG to the extraordinary shareholders' meeting which is expected to take place on 1 November 2016. The relevant elections and resolution regarding the change of AFG's company name shall take effect subject to the condition and with effect as of the acquisition of control by AFG over Looser.

Arbon, 29 September 2016 – As declared in the pre-announcement dated 15 September 2016, AFG today published the offer prospectus for the public purchase and exchange offer of AFG for all publicly held registered shares of Looser. Furthermore, AFG today published its statutory financial statements for the period ending on 30 June 2016.

 

Contact
Alexander von Witzleben
AFG Chairman of the Board of Directors and CEO

Fabienne Zürcher
AFG Corporate Communcations
T +41 71 447 45 54
fabienne.zuercher(at)afg.ch

 

Documents
Press Release
Offer prospectus (German)
Offer prospectus (French)
Statutory financial statements (German)

 

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Forward-Looking Statements

The press release contains forward-looking statements, such as on developments, plans, intentions, assumptions, convictions, possible effects or descriptions of future events, expectations, returns, results or situations. These statements are based on current expectations, convictions and assumptions of AFG Arbonia-Forster-Holding AG. Consequently, these statements are uncertain and may substantially deviate from current facts, current situations, current effects and developments.

 

Disclaimer

This press release is for informational purposes only and constitutes neither an offer to sell nor a solicitation to buy securities. Furthermore, this press release does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The public purchase and exchange offer (the "Public Tender Offer") for all publicly held shares in Looser Holding AG will be made solely by means of, and on the basis of, an offer prospectus which is to be published. An investment decision regarding the acceptance of the Public Tender Offer should only be made on the basis of the offer prospectus. The offer prospectus is published today on 29 September 2016 and will be available free of charge from UBS AG, Zurich (tel.: +41 44 239 47 03; fax: +41 44 239 69 14; e-mail: swiss-prospectus@ubs.com). The offer prospectus and other information concerning the Public Tender Offer will also be available at www.afg.ch/en/servicenavigation/publikationen.

This communication is directed only at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This communication does not constitute an "offer of securities to the public" (within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive")) of the securities to be issued in connection with the public purchase and exchange offer for all publicly held shares in Looser Holding AG in any member state of the European Economic Area (the "EEA"). Any offers of securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of securities.

The securities to be issued in connection with the public purchase and exchange offer for all publicly held shares in Looser Holding AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. AFG Arbonia-Forster-Holding AG will not register or make a public offer of its securities, or otherwise conduct the public purchase and exchange offer, in the United States.

This communication is not for distribution in the United States, Canada, Australia or Japan. Neither this communication nor the public purchase and exchange offer for all publicly held shares in Looser Holding AG constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation would be unlawful.