Jungfrau Railway Group submitted a conversion and purchase offer for holders of Harderbahn AG and BLM AG bearer shares
To simplify its corporate structure, Jungfraubahn Holding AG wants to hold its subsidiaries, Harderbahn AG and Bergbahn Lauterbrunnen-Mürren AG (BLM), as 100% subsidiaries within the affiliated group. Following receipt by the subsidiary executive boards of a second opinion on the takeover bid, holders of bearer shares will today, 1 February 2016, be presented with a conversion and purchase offer.
With the aim of simplifying administration, making better use of synergies and avoiding the time-consuming registration requirements of holders of bearer shares and the associated monitoring, Jungfraubahn Holding AG (JBH) will streamline its corporate structure and with appropriate restructuring measures, hold the Harderbahn AG and the BLM AG as 100%-owned subsidiaries. Following advance information from the executive boards of Harderbahn AG and BLM AG in December 2015 and the involvement of an independent body to carry out an assessment in the form of a second opinion, the shareholders will receive a purchase and conversion offer today, 1 February 2016.
Offer based on evaluation of the companies The conversion ratios for both the Harderbahn AG and BLM AG were based on company evaluations carried out by Gfeller & Partner AG, Bern. The executive board members of each subsidiary confirmed the respective conversion ratio after it had been verified by a second opinion from The Corporate Finance Group AG, Bern.
The following offer applies to shareholders of the Harderbahn AG:
- Conversion of one bearer share HB nom. CHF 50 in 4 registered shares JBH nom. CHF 1.50 or CHF 360 in cash.
For bearer shares HB nom. CHF 5, CHF 36 will be paid out in cash. The following applies for the conversion of registered JBH shares nom. CHF 1.50 (JFN): - For 3 HB nom. shares CHF 5: 1 JFN share and CHF 18 in cash - For 5 HB nom. shares CHF 5: 2 JFN shares - For 8 HB nom. shares CHF 5: 3 JFN shares and CHF 18 in cash - For 10 HB nom. shares CHF 5: 4 JFN shares - etc.
The following offer applies to shareholders of Bergbahn Lauterbrunnen-Mürren AG:
- Conversion of one BLM bearer share into 2 registered JBH nom. shares CHF 1.50 or CHF 190 in cash.
The offer will remain valid until 4 March 2016 At the end of the offer period, Jungfraubahn Holding AG will convert its tendered bearer shares of the Harderbahn and BLM to its own shares or compensate them, regardless of the number. At the end of the conversion period it will inform you of your new quota and make a decision on how to proceed. The offer period will begin on 1 February 2016 and run until 4 March 2016. Jungfraubahn Holding AG reserves the right to extend the conversion period.
With the takeover offer, the group is reacting to the new regulations for the registration of ownership of bearer shares and taking this as an opportunity to simplify the structure of the Jungfraubahn Group. The proposed transaction will cost Jungfraubahn Holding AG around 2 million Swiss francs.
The detailed purchase and conversion offer for shareholders of the Harderbahn AG and Bergbahn Lauterbrunnen-Mürren AG as well as any other related publications can be found at: www.jungfrau.ch/jbh-offer/