DGAP-News: Highlight Communications AG

Studhalter Investment AG
Lucerne, Switzerland,
and
Highlight Communications AG
Pratteln, Switzerland,

Notification pursuant to Section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

On 18 December 2017, Studhalter Investment AG, Lucerne, Switzerland, and Highlight Communications AG, Pratteln, Switzerland (together the "Bidders"), published the offer document for their voluntary takeover offer to the shareholders of Constantin Medien AG, Ismaning, Germany ("Constantin Medien"), regarding the acquisition of all no-par value bearer shares of Constantin Medien (ISIN DE0009147207) with a nominal value of EUR 1.00 per share, together with all associated rights as at the date of settlement (each a "Constantin Share" and collectively the "Constantin Shares"), against payment of a cash consideration of EUR 2.30 per Constantin Share (the "Takeover Offer"). The acceptance period for the Takeover Offer started on 18 December 2017 and ended on 17 January 2018, 24:00 hours (Frankfurt am Main (Germany) local time).

1. Until the end of the offer period on 17 January 2018, 24:00 hours (Frankfurt am Main (Germany) local time) ("Reference Date"), the Takeover Offer has been accepted for 35,978,738 Constantin Shares. This corresponds to approximately 38.44% of the share capital and voting rights of Constantin Medien.

2. As of the Reference Date, the Bidders did not directly hold any Constantin Shares. However, Highlight Event and Entertainment AG, Pratteln, Switzerland ("HLEE"), a person acting jointly with the Bidders pursuant to Section 2 para. 5 sentence 1 WpÜG, held 28,074,308 Constantin Shares as of the Reference Date. This corresponds to approximately 29.99% of the share capital and voting rights of Constantin Medien. In a non tender agreement, HLEE has undertaken towards the Bidders, until expiration of the tender period pursuant to Section 39c WpÜG, not to sell its Constantin Shares to third parties nor to tender its Constantin Shares under the Takeover Offer or to encumber them with third party rights, to announce such measure or to undertake any other measures the economic effect of which would correspond to a sale.

3. Other than that, as of the Reference Date, neither the Bidders nor persons acting jointly with the Bidders pursuant to Section 2 para. 5 WpÜG, nor any of their subsidiaries, held any Constantin Shares or any instruments in relation to Constantin Shares within the meaning of Sections 38, 39 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG). Moreover, as of the Reference Date, no voting rights attached to Constantin Shares were attributed to them pursuant to Section 30 WpÜG.

4. The total number of Constantin Shares for which the Takeover Offer has been accepted until the Reference Date, plus the shares held by persons acting jointly with the Bidders pursuant to Section 2 para. 5 WpÜG and their subsidiaries, amount to 64,053,046 Constantin Shares as of the Reference Date. This corresponds to approximately 68.43% of the share capital and voting rights of Constantin Medien.

5. Pursuant to Section 16 para. 2 sentence 1 WpÜG all shareholders of Constantin Medien who have not yet accepted the Takeover Offer may still accept the Takeover Offer within the Further Acceptance Period pursuant to Section 4.3 of the offer document, i.e. from 23 January 2018 until 5 February 2018, 24:00 hours (Frankfurt am Main (Germany) local time).

6. The closing conditions pursuant to Sections 8.3 a) and 8.3 b) of the offer document regarding the approval of the transaction under merger control law by the German Federal Cartel Office (Bundeskartellamt) and the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) or, if referred to the European Commission, by the European Commission, have been met as of this publication. Therefore, the Takeover Offer and the agreements entered into with shareholders of Constantin Medien as a result of their acceptance of the Takeover Offer are no longer subject to any closing condition.
 

Lucerne/Pratteln, 22 January 2018

Studhalter Investment AG and Highlight Communications AG