Informatica Deutschland AG, an indirect wholly-owned subsidiary of Informatica Corporation (Nasdaq: INFA), the world’s number one independent leader in data integration software, today published the Offer Document for the voluntary public takeover offer for all outstanding shares of German-listed Heiler Software AG (WKN 542 990). The Offer Document has been approved by the German Federal Financial Supervisory Authority (BaFin). Informatica Deutschland AG offers as consideration to all shareholders of Heiler Software AG EUR 7.04 per share in cash.
The acceptance period commences today with the publication of the Offer Document and is expected to end on November 21, 2012, midnight (CET). Beginning today, the shareholders of Heiler Software AG have the opportunity to accept the offer for their shares in Heiler Software AG. To do so they have to declare in writing their acceptance of the takeover offer to their respective custodian bank.
Informatica Deutschland AG has already secured approximately 71.6 percent of all outstanding shares in Heiler Software AG (excluding treasury shares) through irrevocable agreements with certain key shareholders of Heiler Software AG, and as of today, holds approximately 14.22 % of all outstanding shares in Heiler Software AG (excluding treasury shares).
Additional details about the voluntary public takeover offer of Informatica Deutschland AG for all outstanding shares in Heiler Software AG including a previous press release can be found at http://www.informatica-offer.com.
The management board of Heiler Software AG sees significant opportunities for the strategic development of Heiler by combining its business with Informatica. Informatica Corporation and Informatica Deutschland AG entered into a transaction agreement with Heiler Software AG that establishes the key aspects of the takeover offer and the associated goals for the further strategic development of Heiler. The management board and supervisory board of Heiler Software AG will thoroughly examine the offer published today and subsequently publish a well-founded opinion on it.
The offer price represents a premium of approximately 147 percent compared to the XETRA closing price of the shares of Heiler Software AG on September 28, 2012, the last day of trading before the offer was announced. The completion of the takeover offer is subject to a minimum acceptance level of 67.5 percent of all outstanding shares in Heiler Software AG (excluding treasury shares) and certain other offer conditions set forth in the Offer Document.
The Offer Document was published today along with a non-binding English translation at http://www.informatica-offer.com. Copies of the Offer Document and its non-binding English translation are also available free of charge at Commerzbank Aktiengesellschaft, ZCM-ECM Execution, Mainzer Landstrasse 153, 60327 Frankfurt/Main (orders by fax to +49 (0) 69 136 44598). Shareholders of Heiler Software AG are strongly advised to carefully read in full the Offer Document as well as other publications and notifications of Informatica Deutschland AG in connection to the takeover offer. In particular, U.S. shareholders of Heiler Software AG are advised to pay particular attention to the section of the Offer Document entitled “Important Information for U.S. Shareholders”.
The shares in Heiler Software AG are listed on the regulated market (regulierter Markt) – General Standard – on the Frankfurt Stock Exchange under ISIN DE 0005429906.
Note: Informatica, PowerCenter and Informatica MDM are trademarks or registered trademarks of Informatica Corporation in the United States and in jurisdictions throughout the world. All other company and product names may be trade names or trademarks of their respective owners.
Disclaimer and Forward-Looking Statements
This release is neither an offer to purchase nor a solicitation of an offer to sell Heiler Software AG shares or any other security. The Offer Document and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and holders of shares in Heiler Software AG are advised to read the relevant documents regarding the takeover offer published by Informatica Deutschland AG because they contain important information. Investors and holders of shares in Heiler Software AG can receive the Offer Document as well as other documents pertaining to the offer from the website www.informatica-offer.com.
This release contains forward-looking statements, including those related to the timing of the takeover offer, the expected future business of Informatica Deutschland AG, Informatica Corporation or any other entity and the expected benefits to customers, employees and shareholders. These statements are based on the current expectations of the management of Informatica Deutschland AG and Informatica Corporation and are inherently subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. The potential risks, uncertainties and changes in circumstances that could cause actual results to differ materially include, among others, risks related to the completion of the takeover offer, product integration and the failure of the market to develop as expected. Informatica Deutschland AG and Informatica Corporation do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.