Ad hoc announcement pursuant to Art. 53 LR
THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN.
Zurich/Switzerland, 11 June 2010.
On Tuesday, 8 June 2010, ARYZTA AG (“ARYZTA”) announced its agreement to acquire Fresh Start Bakeries (“FSB”) for a total consideration of USD 900 million of which up to USD 140 million could be satisfied in ARYZTA shares.
ARYZTA now announces that, following a placing that was initiated and arranged this morning, 11 June 2010 by UBS AG with a limited number of investors, it has raised USD 120 million through a placing of 3,312,290 new shares at CHF 41.50 per share. The shares will be issued out of ARYZTA’s authorized share capital under the exclusion of pre-emptive rights and represent 4.08% of its registered share capital prior to this capital increase.
In light of the placing announced this morning, ARYZTA will now pay for FSB by way of USD 880 million in cash and up to USD 20 million in ARYZTA shares. The USD 20 million equity consideration will facilitate certain FSB management who are currently FSB shareholders and wish to retain a portion of their equity interest.
The placing is scheduled to settle no later than Friday, 18 June 2010.
The number of shares in issue in ARYZTA following completion of the placing will increase from 81,180,460 shares (or 78,946,101 shares excluding treasury shares) to 84,492,750 (or 82,258,391 shares excluding treasury shares).
Head of Group Finance and Communications
Tel: +41 (0) 44 583 42 00
This press release does not constitute (i) an offering prospectus, and no securities will be offered directly or indirectly to the public, within the meaning of Art. 652a of the Swiss Code of Obligations, (ii) a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules, nor (iii) a prospectus within the meaning of the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the “Prospectus Directive”).
This communication is only directed at relevant persons and 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 PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE ANY RIGHTS, SHARES OR OTHER SECURITIES IN ANY JURISDICTION, NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFORE. IN ADDITION, THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THAT ACT.