EQS Group-Ad-hoc: AEVIS Holding SA / Key word(s): Merger
2015-05-29 / 07:10
Release of an ad hoc announcement pursuant to Art. 53 KR. The issuer is solely responsible for the content of this announcement.
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This merger is subject to the approval of both company's General Meetings on 29 June 2015 in Interlaken. Simplifying the structures will allow a better access to financing as well as efficiency gains.
AEVIS Holding SA (AEVIS) is the major shareholder of Victoria-Jungfrau Collection AG (VJC) since just over a year, with a stake of 71.2%. In order to reinforce synergies, support the long-term development of VJC and eliminate the double trading on SIX Swiss Exchange and OTC-X, the Boards of Directors of AEVIS and VJC have signed a contract foreseeing the merger through absorption of VJC by AEVIS. AEVIS will take over all assets and liabilities of VJC, which will be formally dissolved, and will thus increase its participation in the luxury hotel group to 100%. In return of their VJC shares, the shareholders of VJC (28.8%) will receive AEVIS shares, at an exchange ratio of eight AEVIS shares for one VJC share. After the transaction, VJC shareholders will hold approximately 4.5% of the share capital of AEVIS Holding SA. The new AEVIS shares will be entitled to dividends for full fiscal year 2015.

The exchange ratio was calculated based on the respective values of both companies. The value of the VJC share was set at CHF 359.20. This value is higher than the one used for the public takeover bid in 2013, as VJC has been able to pursue its repositioning quickly and increase its activity and profitability. The value of the AEVIS share of CHF 44.9 is based on the volume-weighted average price (VWAP) during the last 60 days.
In order to symbolise the merger on an operational level, it is foreseen to rename AEVIS Holding SA into AEVIS VICTORIA SA after the merger. AEVIS will pursue the VJC traditions and hold its future General Meetings in Interlaken. The merger between AEVIS and VJC is subject to the approval of the shareholders of AEVIS and VJC, who will hold their respective General Meetings on 29 June 2015 in Interlaken (AEVIS at 13:00 and VJC at 15:30).
Press and analyst conference today at 14:00 in Zurich AEVIS Holding SA is organising a press and analyst conference today at 14:00 at Hotel Eden au Lac in Zurich. Besides the Annual Results 2014, the company will present its outlook for 2015 and explain the proposed merger with VJC.

For further information:
AEVIS Holding AG Media and Investor Relations: 
c/o Dynamics Group, Zurich 
Edwin van der Geest, vdg@dynamicsgroup.ch, 
+41 (0) 43 268 32 35 or +41 (0) 79 330 55 22
Philippe R. Blangey, prb@dynamicsgroup.ch, 
+41 (0) 43 268 32 35 or +41 (0) 79 785 46 32

About AEVIS Holding SA
AEVIS Holding SA invests in services to people, healthcare, life sciences, hotels and lifestyle. AEVIS's main shareholdings are Genolier Swiss Medical Network, the second largest group of private clinics in Switzerland, Victoria-Jungfrau Collection AG, a luxury hotel group managing four palace hotels in Switzerland, Swiss Healthcare Properties AG, a company specialised in medical real estate, Nescens SA, a brand dedicated to better aging, and AS Ambulances Services SA. AEVIS is listed on the Domestic Standard segment of the SIX Swiss Exchange under the ticker AEVS.SW.
End of ad hoc announcement

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2015-05-29 News transmitted by EQS Schweiz AG. www.eqs.com - news archive: http://switzerland.eqs.com/de/News

The issuer is responsible for the contents of the release.
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362979 2015-05-29