The Social Chain AG / Key word(s): Investment/Takeover
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The Social Chain AG acquires all shares of Carl Wilhelm Clasen Gesellschaft mit beschränkter Haftung and increases its revenue forecast for 2020
Clasen with its subsidiaries is an established brand for nuts, snacks and dried fruits and sells its products primarily through food retailers as well as e-commerce platforms and its own online shop, each with a focus on the "Clasen Bio" brand.
In return for part of the shares in Clasen, the company pays a fixed cash payment in the single-digit million range to all shareholders. A further part of the shares will be contributed to the company within the context of a non-cash capital increase, which is now to be resolved at short notice by the Management Board with the approval of the Supervisory Board, using the existing authorised capital of the company. A total of 100,000 new shares in the company are to be issued for this purpose; the subscription rights of shareholders are to be excluded. In addition, the company will issue extensive declarations of indemnity to the sellers with regard to existing securities and provide substantial support for further working capital lines. The parties have agreed not to disclose further conditions.
The parties expect the transaction to be completed in rem by the end of the financial year.
With the acquisition of Clasen Bio, The Social Chain AG increases its revenue forecast by 15 percent to 230 million euros (pro forma consolidated).
About The Social Chain AG
This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities of the Company.
This announcement is not intended for distribution, directly or indirectly, in or into the United States or within the United States and may not be distributed to U.S. persons (as such term is defined in Regulation S under the Securities Act) or publications with a general circulation in the United States. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase or subscribe for any securities in the United States. The New Shares are not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration under the Securities Act. The Company does not intend to conduct a public offering of New Shares in the United States.
The New Shares referred to in this announcement will not be offered or sold in Canada, Australia or Japan, or to or for the account of persons resident in Canada, Australia or Japan. No action has been taken to offer, acquire or distribute the New Shares in any jurisdiction where this is not permitted.
This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the Company's management and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to factors affecting the Company, including, but not limited to, changes in the general economic environment or competitive situation, capital market risks, foreign exchange rate fluctuations and competition from other companies, and changes in foreign or domestic laws or regulations, including, but not limited to, the tax environment. The Company assumes no obligation to update any forward-looking statements.
17-Nov-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
The Social Chain AG
+49 (0)30 120840112
Regulated Unofficial Market in Dusseldorf
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