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Public Delisting Acquisition Offer

To the Shareholders of SinnerSchrader Aktiengesellschaft

Acceptance Deadline – 25.7.2019

13.40

per share

31 %

premium over the consideration offer from the Domination and Profit Transfer Agreement

49 %

premium over the voluntary takeover offer price in 2017

 
 

OFFER DOCUMENT

MANDATORY NOTIFICATIONS

 

Frequently Asked Questions

Why has Accenture decided to launch a public delisting acquisition offer to the shareholders of SinnerSchrader AG?
Element 3

This is another important step on the way to the integration of the joint agency business. Our goal is to develop the best customer experiences available on the market. We combine the strengths of Accenture Interactive and SinnerSchrader for the benefit of our customers.

The revocation of the stock exchange listing enables SinnerSchrader AG to free up management capacities due to regulatory requirements of maintaining the stock exchange listing. This means the management board and the company will be able to focus more on delivering solutions to clients and driving digital transformation in the market. The revocation of the stock exchange listing would also reduce regulatory costs and expenses associated with the maintenance of stock exchange listing.

Why did Accenture decide to launch a public delisting acquisition offer now?
Element 3

Accenture is committed to the success of SinnerSchrader AG and is in a very strong position to provide financing to the company. Hence the company is no longer dependent on its own access to the stock market for financing purposes.

How long will be the acceptance period for the delisting acquisition offer and when will it start?
Element 3

The acceptance period will start with the publication of the offer document and will be four weeks.

What are the next main steps?
Element 3

Accenture will prepare the offer document and will publish it after the approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on this website. The offer document will contain the terms of the delisting acquisition offer.

What happens after a delisting?
Element 3

The shares of SinnerSchrader AG will no longer be traded on the regulated markets so that there could be a drastic reduction in liquidity of the shares. Investors looking to sell the shares of SinnerSchrader AG after a delisting might have limited possibilities to trade given the anticipated loss in liquidity. After a delisting, SinnerSchrader AG will no longer be compelled to publish any half-year reports and ad-hoc notifications and will also no longer be bound by the German Corporate Governance Code. Given the reduced transparency, the share price of a delisted company might not reflect the true economic value of the company.

Will I be able to sell my shares in SinnerSchrader AG after a delisting?
Element 3

Shares can still be traded over-the-counter with any willing counterparties. Potentially there are unregulated markets where shares of SinnerSchrader AG might still be traded provided there are buyers and sellers available for such trades. This is however uncertain and it is anticipated that any off-exchange trading and trading in unregulated markets will be of lower frequency and liquidity than before a delisting.