DGAP-Ad-hoc: The Social Chain AG / Key word(s): Investment/Takeover
The Social Chain AG: The Social Chain AG acquires all shares of Carl Wilhelm
Clasen Gesellschaft mit beschränkter Haftung and increases its revenue
forecast for 2020
17-Nov-2020 / 13:14 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Publication of an inside information pursuant to Article 17 MAR*
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY,
IN ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW),
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION
MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO
REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. PLEASE SEE THE
IMPORTANT NOTE AT THE END OF THIS PUBLICATION.
*The Social Chain AG acquires all shares of Carl Wilhelm Clasen Gesellschaft
mit beschränkter Haftung and increases its revenue forecast for 2020*
_Berlin, 17 November 2020_ - The Social Chain AG (WKN: A1YC99, ISIN:
DE000A1YC996, Ticker: PU11) (the "*Company*") has today signed a notarised
share purchase, contribution and transfer agreement with all shareholders of
Carl Wilhelm Clasen Gesellschaft mit beschränkter Haftung ("*Clasen*") under
which the Company will acquire 100% of the share capital of Clasen.
Clasen with its subsidiaries is an established brand for nuts, snacks and
dried fruits and sells its products primarily through food retailers as well
as e-commerce platforms and its own online shop, each with a focus on the
"Clasen Bio" brand.
In return for part of the shares in Clasen, the company pays a fixed cash
payment in the single-digit million range to all shareholders. A further
part of the shares will be contributed to the company within the context of
a non-cash capital increase, which is now to be resolved at short notice by
the Management Board with the approval of the Supervisory Board, using the
existing authorised capital of the company. A total of 100,000 new shares in
the company are to be issued for this purpose; the subscription rights of
shareholders are to be excluded. In addition, the company will issue
extensive declarations of indemnity to the sellers with regard to existing
securities and provide substantial support for further working capital
lines. The parties have agreed not to disclose further conditions.
The parties expect the transaction to be completed in rem by the end of the
With the acquisition of Clasen Bio, The Social Chain AG increases its
revenue forecast by 15 percent to 230 million euros (_pro forma
*About The Social Chain AG*
The first integrated social media company The Social Chain AG combines
social media and social commerce. Social Chain is a pioneer in the creation,
development and scaling of social media brands. The company's headquarters
are in Berlin with offices in Manchester, London, New York and Munich. The
company has a total of around 500 employees. The Social Chain AG shares are
traded on XETRA and several German stock exchanges.
This announcement constitutes neither an offer nor a solicitation to
purchase or subscribe for securities of the Company.
This announcement is not intended for distribution, directly or indirectly,
in or into the United States or within the United States and may not be
distributed to U.S. persons (as such term is defined in Regulation S under
the Securities Act) or publications with a general circulation in the United
States. This announcement does not constitute or form part of any offer to
sell or the solicitation of an offer to purchase or subscribe for any
securities in the United States. The New Shares are not and will not be
registered under the Securities Act and may not be offered or sold in the
United States absent registration under the Securities Act or an exemption
from registration under the Securities Act. The Company does not intend to
conduct a public offering of New Shares in the United States.
The New Shares referred to in this announcement will not be offered or sold
in Canada, Australia or Japan, or to or for the account of persons resident
in Canada, Australia or Japan. No action has been taken to offer, acquire or
distribute the New Shares in any jurisdiction where this is not permitted.
This release contains forward-looking statements. These statements are based
on the current views, expectations and assumptions of the Company's
management and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied. Actual results, results or events could differ
materially from those described herein due to factors affecting the Company,
including, but not limited to, changes in the general economic environment
or competitive situation, capital market risks, foreign exchange rate
fluctuations and competition from other companies, and changes in foreign or
domestic laws or regulations, including, but not limited to, the tax
environment. The Company assumes no obligation to update any forward-looking
Jana Walker | Investor Relations
17-Nov-2020 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Company: The Social Chain AG
Phone: +49 (0)30 120840112
Listed: Regulated Unofficial Market in Dusseldorf
EQS News ID: 1148715
End of Announcement DGAP News Service
1148715 17-Nov-2020 CET/CEST
(END) Dow Jones Newswires
November 17, 2020 07:14 ET (12:14 GMT)