EANS-News: Derby Cycle AG: Pon Holding Germany GmbH publishes offer document for public takeover offer

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Mergers - Acquisitions - Takeovers

Cloppenburg (euro adhoc) - October 21, 2011 - Pon Holding Germany
GmbH has today published its offer document for its public takeover
offer, which is aimed at the purchase of all shares in Derby Cycle AG
(ISIN DE000A1H6HN1, German Securities Identification Number/WKN
A1H6HN). Pon Holding Germany GmbH, which already holds 53.80 percent
of Derby Cycle AG according to its recent voting rights announcement,
is fully owned by the Dutch company Pon Holdings B.V.

The offer document, which has been approved by the German Federal
Financial Supervisory Authority (BaFin), can be downloaded from the
Internet at www.pon.com, and is also available by way of so-called
counter publicity. The acceptance period for the takeover offer is to
commence today, October 21, 2011, and is to end on November 18, 2011,
24:00 hours CET. The price offered per Derby Cycle share amounts to
EUR 28.00.

The takeover offer is subject to no conditions. The threshold of 50
percent plus one share in Derby Cycle that Pon was striving for was
already exceeded in advance of the publication of the offer document
on October 13, 2011, and stood at 53.80 percent as of this date. The
German Federal Cartel Office also granted its approval to the merger
on October 7, 2011.

The Management and Supervisory boards of Derby Cycle AG will now
examine the offer documents, and issue a reasoned opinion on the
takeover offer. Once it has been published, this opinion will be
available for downloading from the Internet site of Derby Cycle AG at
www.derby-cycle.com, within the "Investor Relations" area.

Company profile: Derby Cycle is Germany's largest bicycle
manufacturer in terms of revenues, and one of the leading
manufacturers in Europe. In particular, global demand growth for
high-quality electric and sports bicycles, as well as the company's
advancing internationalisation in all European volume markets, are
reflected in the company's dynamic growth. Derby Cycle's product
range comprises electric bicycles, sports bicycles for leisure and
competition purposes, as well as comfort bikes for everyday and
travel use. These bicycles are sold through the established Kalkhoff,
Focus, Raleigh, Univega and Rixe brands. All models are developed and
assembled at the company's base in Cloppenburg, Germany. These
high-quality products are distributed through specialist retailers
who provide their customers with professional advice and extensive
service.

With around 550 employees, Derby Cycle achieved revenue of EUR 173
million in the 2009/2010 financial year, 72.6 percent of which was
generated in Germany, and 27.4 percent abroad. Earnings before
interest and tax (EBIT) amounted to approximately EUR 12 million.
Derby Cycle sold a total of around 430,000 bicycles, of which 44,000
comprised e-bikes. As a consequence, Derby Cycle has asserted a
position of clear market leadership in 2010 with a 20 percent market
share. The company forecasts revenues of EUR 220 million to 240
million, and an EBIT margin of 8 to 9 percent (2009/10: 7.0 percent)
for the 2010/11 financial year that ends on September 30, 2011.

Further information is available at: www.derby-cycle.com

Further inquiry note:
cometis AG
Unter den Eichen 7
65195 Wiesbaden
www.cometis.de

Dominic Großmann / Tobias Eberle
Telefon: +49 (0)611-20 58 55-15
E-Mail: grossmann@cometis.de

end of announcement euro adhoc
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company: Derby Cycle AG
Siemensstr. 1-3
D-49661 Cloppenburg
phone: +49-4471-966-238
FAX: +49-4471-966-44820
mail: u.boegershausen@derby-cycle.de
WWW: http://www.derby-cycle.de
sector: Consumer Goods
ISIN: DE000A1H6HN1
indexes: SDAX
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, München
language: English