Tender Offer / Target company: Schaltbau Holding AG; Bidder: Voltage BidCo GmbH
Announcement of the decision to make apublic delisting takeover offer (?ffentliches Delisting-Erwerbsangebot)pursuant to Section 10 paras. 1 and 3 German Securities Acquisition and Takeover Act(Wertpapiererwerbs- und ?bernahmegesetz - Wp?G) in connection with Section 39 para. 1 of the German Stock Exchange Act (B?rsengesetz, B?rsG)
Bidder: Voltage BidCo GmbH Promenadeplatz 8 80333 Munich Germany registered with the commercial register of the local court of Munich, Germany, under HRB 268131
Company: Schaltbau Holding AG Hollerithstra?e 5 81829 Munich Germany registered with the commercial register of the local court of Munich, Germany, under HRB 98668 WKN A2NBTL / ISIN DE000A2NBTL2
On 7 October 2021, Voltage BidCo GmbH (the "Bidder"), a holding company controlled by investment funds advised by The Carlyle Group, decided to make a delisting takeover offer (?ffentliches Delisting Erwerbsangebot) to the shareholders of Schaltbau Holding AG (the "Company") for the acquisition of all non-par value registered shares in the Company (ISIN DE000A2NBTL2), not directly held by the Bidder, each share representing a proportionate amount of EUR 1.22 of the share capital of the Company, (the "Schaltbau Shares") against payment of a cash offer price at an amount which corresponds to the statutory minimum offer price (the "Delisting Offer"). The statutory minimum offer price is in view of the Bidder equal to an amount of EUR 53.50 per Schaltbau Share due to the relevant acquisition of Schaltbau Shares by the Bidder within a six months period prior to this publication.
As of today, the Bidder currently holds 149,907 Schaltbau Shares, which corresponds to approximately 1.38% of the Company's entire share capital as of 30 September 2021. On 25 August 2021, the Bidder has launched a voluntary public takeover offer for all outstanding shares of the Company. During the acceptance period which ended on 22 September 2021, the takeover offer has been accepted for 8,032,191 Schaltbau Shares, which corresponds to approximately 74.02% of the Company's entire share capital as of 30 September 2021. The additional acceptance period will end on 11 October 2021.
The Bidder intends to coordinate with the Company that the Company applies for the revocation of the admission to trading of the Schaltbau Shares on the regulated market (regulierter Markt) prior to the expiration of the acceptance period of the Delisting Offer.
The offer document for the Delisting Offer (in the German language and a non-binding English translation thereof) and other information relating to the Delisting Offer will be published on the internet at www.voltage-offer.com.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Delisting Offer itself as well as its terms and conditions and further provisions concerning the Delisting Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer upon their availability since they will contain important information.
The Delisting Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
Munich, 7 October 2021
Voltage BidCo GmbH
07.10.2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Listed: Regulierter Markt in Frankfurt (Prime Standard), M?nchen; Freiverkehr in Berlin, D?sseldorf, Hamburg, Hannover, Stuttgart, Tradegate Exchange ? End of News DGAP News Service