07-18-2012

Heuking Kühn Lüer Wojtek advises Santo Holding (Deutschland) GmbH on capital increase of 4SC AG




Santo Holding (Deutschland) GmbH further increased its holding in Frankfurt Stock Exchange's Prime Standard-listed 4SC AG in a subscription right capital increase. 4SC AG had carried out a cash capital increase from authorized capital and issued 8,403,510 new shares. The subscription price was established via accelerated book building and was EUR 1.50 per share. Gross proceeds from the issue amounted to EUR 12.6 million. Dutch investment bank Kempen & Co. N.V., Amsterdam acted as sole global coordinator in the transaction. The shares not subscribed by shareholders were placed at institutional investors in selected countries, including a placement in the U.S. in accordance with Rule 144A of the Securities Act.
 
Santo Holding (Deutschland) GmbH is a holding company of the former Hexal founders Dr. Andreas and Dr. Thomas Strüngmann and had already acquired an interest of more than 30 percent in 4SC AG in 2007 and submitted a takeover bid in accordance with Section 35 German Securities Acquisition and Takeover Act. In the scope of the capital increase now carried out, Santo Holding (Deutschland) GmbH exercised its subscription rights for 3,333,333 shares, corresponding to a subscription price of EUR 5 million, and thus increased its holding in 4SC AG to 49.81 percent.
 
In addition, Santo Holding (Deutschland) GmbH added another major contribution to the successful implementation of the capital increase by providing old shares already admitted to trading by means of stock lending to Kempen & Co. N.V., the bank supporting the issue. This allowed making tradable shares available directly to the subscribers of the capital increase.

Lead counsel to Santo Holding (Deutschland) GmbH in the transaction was Boris Dürr, Munich-based partner of law firm Heuking Kühn Lüer Wojtek. Dürr had already advised Santo Holding (Deutschland) GmbH in 2007 in connection with 4SC AG on the takeover bid in accordance with Section 35 Securities Acquisition and Takeover Act.
 
Counsel to Santo Holding (Deutschland) GmbH:
Heuking Kühn Lüer Wojtek, Munich:
Boris Dürr (Lead)
Uwe Nestler,
Alice Ballwieser (all Capital Market Law).

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