NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL.
Kremsmünster, Austria, 15 November 2021. With regards to Greiner AG’s conditional voluntary public takeover offer to acquire a majority of Recticel SA shares (Euronext: REC), Greiner notes that it has been in constructive dialogue with the European Commission and is continuing to engage with the services during the investigation.
Based on current discussions and information, Greiner considers it unlikely that an economically reasonable remedy package would achieve Phase I clearance. As such, Greiner has decided not to present a remedy package at this stage and can no longer be confident that the Commission will clear the case in Phase I. The Commission has set a provisional deadline for the Phase I proceedings of 24 November 2021. The Commission can either approve the transaction in Phase I or initiate a Phase II investigation. In Greiner’s view it is more likely that a Phase II investigation will be initiated. Should a Phase II investigation be initiated, Greiner will review its position regarding the conditions precedent at the latest by the publication of the results of the Initial Acceptance Period, which is expected to be 21 December 2021. Should Greiner not waive the condition precedent requiring regulatory Phase I approvals, the offer to Recticel shareholders would lapse. In that case, Greiner would work constructively with the Commission to achieve Phase II approval and intends to launch a new offer to acquire a majority of Recticel shares if and when merger control clearance is provided.
BNP Paribas Fortis SA is acting as exclusive financial advisor to Greiner. Linklaters LLP, Schönherr Rechtsanwälte GmbH, Dorda Rechtsanwälte GmbH, Hengeler Mueller and Greenlake Legal (Raninger Hoedl Rechtsanwalts GmbH) are acting as legal advisors and Brunswick Group as communications advisor to Greiner.
This press release may not be published, distributed or disseminated in any country or territory where its publication or the offers referred to in this press release would be illegal or may require registration or any other filing of documents. Anyone in possession of this press release must refrain from publishing, distributing or disseminating it in the countries and territories concerned.
This press release may not be published, distributed or disseminated in the United States, Canada, Australia or Japan. The public takeover bid referred to in this press release will not be extended to the United States, directly or indirectly, and will not use any jurisdictional means (such as the post office, telephone networks, financial markets, the Internet or any other means) of the United States. This press release does not constitute an extension to the United States, Canada, Australia or Japan of any offer mentioned in this press release.
Furthermore, this press release does not constitute or form part of an offer to sell, nor does it constitute a solicitation of an order to buy financial instruments in the United States or in any other jurisdiction.
Stefan Grafenhorst, Head of Group Communications and Sustainability, +43 664 8850 8951
Paul Scott, Brunswick Group, +49 1723000703
Jorick Albers, Brunswick Group, +32 474980898
Gilbert Rukschcio, Pantarhei (AT), +43 66488656460
Gabriel Englebert +32 2 228 9691
Marc Demuth +33 1 4298 0779
David Chase Lopes, [email protected], +33 1 80 95 68 74
Retail investor helpline (Belgian free phone number) 0800 74 972
Christine Genin, [email protected], +33 1 42 60 36 54