DGAP-News: WiseTech Global Ltd

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR IN OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS RELEASE AND THE OFFER DOCUMENT (AS MENTIONED BELOW)

CargoWise GmbH announces a voluntary public acquisition offer to the shareholders of Softship AG
 

Frankfurt, 17 August 2017. CargoWise GmbH, Bremen, Germany (the "Bidder"), announces today its decision to make an offer ("Offer")

• to the shareholders of Softship AG, Hamburg ("Softship"), to purchase any and all shares in Softship (ISIN DE0005758304 / WKN 575830) not yet held by the Bidder
• at an offer price of EUR 10.00 in cash per share, i.e. at a premium of
• 9.4% above the XETRA closing price of the Softship shares on the Frankfurt Stock Exchange on 16 August 2017 of EUR 9.14,
• 27.1% above the average daily XETRA closing price of the Softship shares on the Frankfurt Stock Exchange during the six months before 16 August 2017 of EUR 7.87 (based on XETRA data).

The Offer will be published on or before 31 August 2017 against the following background:

Softship has decided and agreed with the Bidder in an agreement entered into today to terminate the inclusion of the Softship shares in the Basic Board of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange ("Delisting") provided that the Bidder made an offer for the Softship shares at a price of EUR 10.00 per Softship share. The Bidder committed under this agreement to make and publish such offer by no later than 31 August 2017. Softship published today its decision to file for the Delisting promptly after the publication of such an offer.

With the Offer, the Bidder wants to increase its shareholding in Softship and give Softship shareholders the possibility to exit their investment before the Delisting becomes fully effective. In addition, the Bidder wants to fulfill its commitment under the aforementioned agreement with Softship.

As of the date of this press release, the Bidder holds 1,444,779 Softship shares, representing approximately 76.97% of the outstanding voting rights and share capital in Softship. The Offer will be made upon the terms of the offer document, which is intended to be published on or before 31 August 2017 on the following website: http://www.softshipoffer.wisetechglobal.com. Softship shareholders will be informed of the opening of the Offer by separate press release.

The Offer will be addressed to Softship shareholders who have their seat, domicile or main residence in the Federal Republic of Germany. All other shareholders will be excluded from the Offer, unless the Bidder expressly allows their participation in the Offer.

The Softship shares are not traded on the regulated market (Regulierter Markt) but on the open market (Freiverkehr). The Offer and its implementation are therefore not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) or sec. 39 German Stock Exchange Act (Börsengesetz). The Bidder expressly points out that the Offer will not be subject to the supervision of the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and will neither be reviewed nor approved by BaFin. Neither under German nor under the laws of any other jurisdiction, notifications, registrations or approval of the Offer have been or will be requested or granted from any securities regulation authorities or other public authorities.

Important notice: This press release shall neither constitute an offer to purchase or sell nor an invitation to make an offer to purchase or sell Softship shares. The final terms and conditions of the Offer will be published in the offer document, which is intended to be published on or before 31 August 2017. Investors and shareholders of Softship are strongly recommended to read the offer document and the other relevant documents in connection with the Offer, which include important information, once such documents have been published.

About CargoWise GmbH

CargoWise GmbH is a company with limited liability incorporated under the laws of Germany, registered with the commercial register of the local court of Bremen under HRB 25298 HB, having its offices at Frankfurt an der Messe, 20. Etage, Kastor & Pollux Platz der Einheit 1, 60327 Frankfurt, Germany and is a wholly owned subsidiary of WiseTech Global Ltd.

WiseTech Global is a leading developer and provider of software solutions to the logistics execution industry globally. WiseTech Global's customers include over 6,000 of the world's logistics companies across more than 125 countries. The flagship product, CargoWise One, forms an integral link in the global supply chain and WiseTech Global's software enables its customers to execute highly complex transactions in areas such as freight forwarding, customs clearance, warehousing, shipping, land transport and cross border compliance and to manage their operations on one database across multiple users, functions, countries, languages and currencies.

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OFFER AND DISTRIBUTION RESTRICTIONS

Neither this press release nor the offer document nor the electronic transmission thereof constitute an offer to purchase any Softship shares (and tenders of Softship shares for purchase pursuant to the offer will not be accepted from Softship shareholders) in any jurisdiction or circumstance in which, or to any person to or from whom, it is unlawful to make such offer or to accept such offer under applicable securities laws. The distribution of this press release or the offer document in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the offer document comes are required by the Bidder and the settlement agent to inform themselves about, and to observe, any such restrictions.

The acceptance of the offer outside Germany may be subject to the laws of jurisdictions other than Germany. Persons who obtain possession of this press release or the offer document outside Germany who wish to accept the offer and fall within the scope of securities law provisions of jurisdictions other than those of Germany are requested to obtain information on and comply with these securities laws. Persons who obtain possession of this press release or the offer document outside Germany, who are in doubt about the offer, the offer document or the action they should take, should consult their respective Custodian Bank, stockbroker, bank manager, solicitor or other professional adviser immediately.

The publication, delivery, distribution or dissemination of this press release or the offer document, a summary or other description of the terms contained in this press release or the offer document or other informational documents on the offer may be subject to the provisions of (in particular restrictions pursuant to) the laws and regulations of jurisdictions other than those of Germany. A publication pursuant to the laws and regulations of jurisdictions other than those of Germany is not intended. The Bidder does not authorize that this press release or the offer document, a summary or any other description of the terms contained in the offer document or other informational documents on the offer are directly or indirectly published, distributed or circulated by third parties outside Germany, if and insofar as this is not in compliance with applicable foreign regulations, or depends on the compliance with official procedures or issuance of authorizations or any other legal requirements, and such conditions are not fulfilled.

This press release, the offer and the offer document do not constitute the issuance, the publication or the public advertising of an offer pursuant to the laws and regulations of jurisdictions other than those of Germany.

The Bidder assumes no responsibility whatsoever for ensuring that the publication, mailing, distribution or dissemination of this press release, the offer document and/or the offer outside Germany complies with the provisions of legal systems other than those of Germany or that the acceptance of the offer outside Germany is in compliance with the relevant applicable legal provisions. Any responsibility on the part of Bidder for third parties' non-compliance with foreign regulations is expressly excluded.