Management Board and Supervisory Board of Zapf Creation AG, Europe's leading brand manufacturer of play and functional dolls, released today their statements regarding the public takeover offer of Bandai GmbH, pursuant to § 27 German takeover law ("Wertpapiererwerbs- und Übernahmegesetz", WpÜG).
On 28 June 2006, Bandai GmbH (the Bidder) published the offer document containing its voluntary public takeover offer to the shareholders of Zapf Creation AG to purchase the no-par value shares at a price of EUR 10.50 per no-par value share. The acceptance period runs until 31 July 2006. On 6 July 2006 Zapf Creation AG has been informed that the US toy manufacturer MGA Entertainment Inc., through a number of individuals acting in concert with it, acquired a shareholding of 18.05 per cent in Zapf Creation AG. According to a press release MGA aims to release synergies between the two companies by a strategic partnership.
The Management Board and the Supervisory Board tried to contact MGA. Neither a meeting nor a conference call between the Management Board and MGA could be arranged to explain the anticipated synergies in detail.
Management Board and Supervisory Board examined the public takeover offer of Bandai GmbH in detail. They came to different conclusions, which are published in two separate statements.
The Management Board supports the offer and considers the offer price to be adequate.
The consideration is based on the analysis of historical stock prices, the current valuation of various broker reports and a fairness opinion rendered by Lazard & Co. GmbH. In addition to that, the Management Board considered that Bandai communicated the highest price indication among several interested parties but also was the only prospect to submit a concrete takeover proposal to the Management Board. The Management Board is of the opinion that the intentions of the Bidder expressed in the offer document regarding the strategy and the development of the operational business of Zapf Creation AG are in the interest of the company.
The Management Board sees itself not in the position to give the shareholder a recommendation whether to accept or reject the offer of the Bidder. The reason is that the Management Board cannot foresee, whether the share price of Zapf Creation will rise after the expiration of Bandai's offer above the offer price, based on a potential strategic partnership with MGA. Furthermore it cannot be ruled out, that the share price will fall below the current level, should the offer of Bandai fail and should MGA refrain from submitting an alternative takeover offer, according to WpÜG.
The Supervisory Board rejects the offer of the Bidder by majority vote and recommends the shareholders not to tender their shares at the price offered by Bandai.
In view of the recent developments the Supervisory Board is of the opinion, that the price offered does not reflect the adequate share price potential of Zapf Creation AG. The Supervisory Board bases its assessment on the assumption that MGA might have paid a higher price than the offered EUR 10.50 per share to acquire its stake of 18.05 per cent. Moreover, since publication of the offer the shares have traded above the offer price.
The chairman of the Supervisory Board, Mr. Martin Gruschka, delivered a minority vote to the statement of the Supervisory Board which is attached to the statement.