Banking and Finance Commission approves prospectus for Asahi Glass squeeze-out offer for remaining Glaverbel shares

The Banking and Finance Commission gave its approval to the prospectus relating to the squeeze-out offer by Asahi Glass Co., Ltd (J.

AHG) for the remaining Glaverbel (GLAB.BRU) shares. The offer will start on December 3 and will end on December 16. The final result of the bid will be announced shortly thereafter.

As previously indicated, the financial terms offered to shareholders are the same as those offered in AGC’s voluntary tender offer, which ended on May 6, 2002. AGC offers a cash price of E140.86 per Glaverbel share, which is equal to the price per share offered in the original tender offer (E145) minus the gross amount of the dividend paid in the meantime (E4.14). As regards the other outstanding equity linked securities, being the convertible bonds and the stock options, AGC offers a cash price calculated according to the same methodologies as those applied in the initial offer. It should be noted that, taking into account that a coupon payment will be made by Glaverbel to bondholders on December 2, the price proposed for the convertible bonds has been adjusted to E3,577.34, i.e. the accreted principal amount as of December 2, 2002.

Bank Degroof, the Belgian investment bank retained by AGC as independent expert, has confirmed that the prices offered for each security safeguard the interests of the holders of securities. The Board of Directors of Glaverbel met on September 24 to consider the offer, the draft prospectus and the opinion of Bank Degroof, and considered that the financial terms proposed were adequate.

In order to respond to the offer, shareholders can simply hand in the acceptance form included in the prospectus to the collecting agent (Fortis Bank). At the end of the offer, any securities not tendered will be deemed transferred to AGC, by operation of law. The price for such securities will be deposited for the benefit of their former owners with Fortis Bank during six months after the closing of the offer, and with the Caisse des Dépôts et Consignations afterwards. At the end of the offer, the market authority will automatically delist the Glaverbel share.

600450 Banking and Finance Commission approves prospectus for Asahi Glass squeeze-out offer for remaining Glaverbel shares

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