Jelmoli agrees with Swiss Prime Site on improved exchange offer

Corporate news announcement processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- -------------- Jelmoli Holding Ltd. ("Jelmoli") announces that it has reached today an agreement with Swiss Prime Site Ltd ("SPS") for SPS to increase its exchange offer from 7.7 to 8.1 SPS shares for one Jelmoli share. In addition, Jelmoli has executed a comprehensive transaction agreement with SPS, and thereby reached a package solution with SPS, which the Board of Directors of Jelmoli now feels able to recommend for acceptance to Jelmoli shareholders. - Increased exchange offer of 8.1 SPS shares for one Jelmoli share - No adjustment of exchange ratio for planned Tivona share issuance - Continuation and further development of House of Brands at least until end of 2010 - Extended protection for Jelmoli employees SPS announced on 2 June 2009 that it signed a purchase agreement with Pelham Investments SA ("Pelham"), which is controlled by Georg von Opel, to acquire from Pelham all its Jelmoli registered shares (representing 29.9% of the capital of Jelmoli). SPS further announced its intention to make an exchange offer for the remaining outstanding Jelmoli registered shares. At the same time, the board of directors of Jelmoli announced on 2 June 2009 that based on a first analysis it had reached the conclusion that the intended exchange offer by SPS did not adequately value the Company and contained a number of uncertainties regarding important company interests. Against this background, Jelmoli has held intensive talks with SPS in the interest of Jelmoli shareholders and the Company with the goal of reaching an acceptable solution. SPS and Jelmoli have reached an agreement today. SPS has agreed to increase the exchange offer from previously 7.7 SPS shares for one Jelmoli share to 8.1 SPS shares for one Jelmoli share and agreed to a comprehensive transaction agreement. On the basis of the closing share price of SPS as of 10 June 2009 (CHF 51.95), this translates into a market value of CHF 420.80 per Jelmoli share, a premium of 18% on the basis of the volume weighted average share prices of both companies in the period from 30 March 2009 (the prior day of trading of Jelmoli as a real estate company) and 29 May 2009 (the last trading day prior to the exchange offer). The improved offer represents a SPS net asset value (NAV) as of 31 March 2009 of CHF 490.54 per one Jelmoli share or CHF 463.00 after deduction of the planned nominal value reduction of the SPS shares. The exchange ratio will not be adjusted for the planned Tivona share issuance. Upon completion of the offer, Jelmoli shareholders will have a share of approximately 47% (excluding Pelham) in the combined company and will participate accordingly in the synergy potential. In addition, the combination of both companies will lead to an increased free float and increased liquidity of the shares of the combined company. The Board of Directors, together with its advisors, has come to the conclusion that the improved offer adequately reflects the value of the Company and provides additional value creation potential for Jelmoli shareholders. Further, important interests of the Company could be addressed in the transaction agreement. Amongst others, the continuation and development of the department store at the Bahnhofstrasse in Zurich ("House of Brands") at least until end of 2010 and extended protection for Jelmoli employees have been agreed to by SPS. Jelmoli intends to work closely with SPS on the subject of financing whilst retaining the right to withdraw its recommendation if by the time of publication of the offer prospectus it has not obtained satisfactory comfort that the financing of existing financial indebtedness is assured. The Board of Directors therefore feels able to recommend the improved offer to its shareholders for acceptance. Christopher Chambers, Chairman of the Board of Directors of Jelmoli, commenting on the transaction says: "I am proud to be associated with a transaction which will create one of Europe's leading real estate companies unprecedented in its scale in Switzerland. I look forward to working together with Mr. Wehrli and his team towards a completion." Contacts Media: Dr. Jörg Neef, Hirzel. Neef. Schmid. Konsulenten +41 79 405 56 32, eMail: Analysts Michael Mueller, Delegate of the Board and CEO +41 44 220 49 13, eMail: Markus Meier, CFO Tel. +41 (0)44 220 47 80 / Fax +41 (0)44 220 40 10 Internet: / WAP mobile: (Press Releases Jelmoli) E-mail: This media information contains forward looking statements which express intentions, estimates, expectations and forecasts relating to future financial, operational and other developments and results. Such statements and the underlying assumptions are subject to a variety of risks, uncertainties and other factors which could mean that the actual developments may significantly differ therefrom. Investors should also note that the described transaction may fail, in full or in part, or may be delayed. In view of these uncertainties, readers of this media information are cautioned not to place undue reliance on such forward looking statements. --- End of Message --- Jelmoli -----------------------------------------
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St. Annagasse 18 Zürich WKN: 851225; ISIN: CH0000668464; Index: SMCI, SPI, SPIEX; Listed: Main Market in SIX Swiss Exchange;