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VTG Board fights Morgan Stanley takeover

In a “Joint Reasoned Opinion”, the Executive Board and Supervisory Board of VTG, one of the leading railcar leasing, rail logistics and tank container logistics companies, state that the offer price does not reflect the company’s true value, does not contain a control premium in line with the market and is a substantial discount on comparable transactions


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Dr. Heiko Fischer, Chairman of the Executive Board of VTG Aktiengesellschaft, said: “We recommend that our shareholders do not accept the offer from Morgan Stanley Infrastructure as the consideration offered does not reflect the fundamental value and the future potential of VTG. Nor does the offer contain an appropriate control premium – it is substantially lower than for comparable transactions.

"The offer price of €53 per share does not reflect the fundamental value that VTG can generate as an independent company."

The company’s statement continues: "Thanks to its long-standing experience and high-level technical expertise, VTG is one of the market leaders and at the forefront of innovation in the European railcar leasing and rail logistics market.

"Due to an attractive market environment, the strengthening of the business model by the proposed acquisition of CIT Rail Holdings (Europe) SAS (Nacco acquisition), and the digitisation strategy initiated by the company, VTG has excellent growth prospects.

"This is also reflected in analyst target prices published up to 3 September 2018, which already take into account the financial figures for the first half of 2018 and also the progress made regarding the Nacco acquisition and, on a trading basis and consequently subject to a takeover/control premium, result in an average target price of €58.44. Furthermore, the offer price implies a significant discount to the net asset value of the wagon fleet determined on the basis of the discounted earnings method."

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