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Pon fast tracks Derby’s delisting

Published May 29, 2012

ALMERE, Netherlands (BRAIN) Tuesday May 29 2012 12:26 PM MT—Derby Cycle could soon return to its private status after more than a year of trading on various European stock exchanges.

This week, Derby Cycle and its owner Pon Holdings amended an agreement that had prohibited Derby’s delisting until at least March 21, 2013. At the same time, Pon purchased additional shares of Derby, giving it more than 95 percent ownership in Germany’s largest bike company. In Germany, shareholders with at least 95 percent of a company’s shares have the right to “squeeze out” minority shareholders by offering adequate compensation, according to the German Stock Corporation Act.

When Pon initially agreed to a voluntary takeover of Derby last September, it purchased about 92 percent of the shares for around 195 million euros. Derby Cycle CEO Mathias Seidler held onto another 5.5 percent.

Pon bought the additional shares at 28 euros each, the same price set in the original takeover agreement from Sept. 21, 2011. It has submitted a formal squeeze-out request to Derby Cycle AG. If Derby’s minority shareholders agree to the squeeze out, it clears the way for Pon to delist Derby.

Part of the original agreement between Pon and Derby was that Derby would remain publicly traded for 18 months, and that Pon would not make any squeeze-out or delisting requests to Derby during that time.

Details of the compensation offered to minority shareholders was not released, but the takeover agreement says cash compensation could correspond to the offer price (28 euros per share) or it could exceed or fall below it.

Derby’s stock value ended at 32 euros per share on Tuesday. The issue price was 12.5 euros when Derby first went public on the Frankfurt Stock Exchange on Feb. 4, 2011. It’s also traded in Berlin, Düsseldorf, Munich, Stuttgart and London.

Pon, which also owns Gazelle and now Cervélo, offered a voluntary takeover of Derby last fall after Derby competitor Accell Group quickly began buying shares of the company leaving Derby’s board in fear of a hostile takeover. Derby owns Focus, Kalkhoff, Rixe, Univega and holds the license to sell Raleigh in some European countries. Last week, it reported a 17.3 percent revenue increase led by a spike in e-bike sales in Germany.

Nicole Formosa

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