Rocket Internet SE: BaFin Notification of Relevant Six-Months VWAP for the Delisting Self-Tender Offer
Berlin, September 9, 2020 - Today, the German Federal Financial Supervisory Authority ("BaFin") notified Rocket Internet SE (the "Company") (ISIN DE000A12UKK6 / WKN A12UKK) that the domestic volume-weighted average stock exchange price of the Company's shares during the last six months prior to the announcement of the delisting self-tender offer (the "Offer") on September 1, 2020, which is relevant for the determination of the statutory minimum price, amounts to EUR 18.56 per share. The average price notified by BaFin does not result in any adjustment to the Offer consideration, which will remain unchanged at EUR 18.57 per share.
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About Rocket Internet
Rocket Internet incubates, builds and operationally develops internet-based business models. It provides operational support to its companies and helps them scale internationally. Besides, it strategically invests in complementary internet and technology companies globally to build out its network. Rocket Internet's companies are active in a large number of countries around the world. Rocket Internet is listed on the Frankfurt Stock Exchange (ISIN DE000A12UKK6, RKET) and is included in the MDAX index. For further information please visit www.rocket-internet.com.
Disclaimer / Important Information
This press release is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of Rocket Internet SE ("Rocket Internet"). The final terms and further provisions regarding the Offer will be disclosed in the offer document after its publication has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of securities of Rocket Internet are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they will contain important information.
The Offer will be made exclusively under the laws of the Federal Republic of Germany, specifically under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) and the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border offers with a limited circle of shareholders whose place of residence, seat or place of habitual abode is in the United States of America. The Offer shall not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in Rocket Internet cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a tender offer shall not be made, directly or indirectly, in jurisdictions where doing so would constitute a violation of the laws of such jurisdiction.
To the extent permitted by applicable law and in accordance with German market practice, Rocket Internet or brokers acting on behalf of Rocket Internet may directly or indirectly acquire Rocket Internet Shares or enter into agreements to this effect outside the Offer before, during or after the acceptance period of the Offer. This applies in the same way to other securities granting a direct conversion or exchange right into, or an option right to, Rocket Internet Shares. These purchases may be made on the stock exchange at market prices or off the stock exchange in negotiated transactions. All information on these purchases will be published to the extent required under the laws of the Federal Republic of Germany or another relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Rocket Internet. Such forward-looking statements are based on current plans, estimates and forecasts, which Rocket Internet has made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Rocket Internet. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Rocket Internet does not assume an obligation to update the forward-looking statements with respect to the actual development of incidents, basic conditions, assumptions or other factors.