Schaltbau Holding AG: Receipt of a notice of intention to enter into a domination and profit and loss transfer agreement between Schaltbau Holding AG and Voltage BidCo GmbH

Schaltbau Holding AG: Receipt of a notice of intention to enter into a domination and profit and loss transfer agreement between Schaltbau Holding AG and Voltage BidCo GmbH

Munich, 9 August 2021 – Today, Schaltbau Holding AG [ISIN DE000A2NBTL2] (“Company”) received a letter from Voltage BidCo GmbH in which the latter notified the Company of its intention to conclude a domination and profit and loss transfer agreement in accordance with section 291(1) of the German Stock Corporation Act between the Company as the controlled and profit-transferring company and Voltage BidCo GmbH as the controlling and profit transfer-entitled company.

The voluntary public takeover offer to the shareholders of the Company to acquire all no-par value registered shares of the Company announced by Voltage BidCo GmbH on 7 August 2021 (“Takeover Offer”) will not have a minimum acceptance threshold pursuant to the investment agreement entered into by the Company with Voltage BidCo GmbH on 7 August 2021. Voltage BidCo GmbH has already secured the support of shareholders of the Company in advance of the Takeover Offer through tender agreements with major shareholders of the Company relating to approx. 69% of the share capital and voting rights of the Company on a fully diluted basis. Therefore, Voltage BidCo GmbH confidently assumes that after completion of the Takeover Offer it will have the necessary voting weight to resolve on the approval of a domination and profit and loss transfer agreement at an extraordinary shareholders’ meeting of the Company to be held within the next 6 months.

Against this background, subject to applicable antitrust regulations, the executive board of the Company will timely enter into negotiations with the management of Voltage BidCo GmbH on the conclusion of a domination and profit and loss transfer agreement, in particular since according to the investment agreement entered into by the Company with Voltage BidCo GmbH on 7 August 2021, Voltage BidCo GmbH is obligated to bear the costs therefor.

— End of the ad hoc announcement —

About the Schaltbau Group
Schaltbau Holding AG (ISIN: DE000A2NBTL2) is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry. With Pintsch, Bode, Schaltbau and SBRS as their core brands, Schaltbau Group companies develop a wide range of high-quality technologies and customer-specific technological solutions for rail infrastructure, rolling stock, passenger vehicles and commercial vehicles. As one of the few specialists for smart DC energy concepts, the Schaltbau Group is also a driver of innovation for the fast-growing markets of tomorrow such as new energy / new industry and e-mobility.
To find out more about the Schaltbau Group, go to: https://schaltbaugroup.com

Contact

Investor Relations
Schaltbau Holding AG
Hollerithstraße 5
81829 Munich
Germany
T +49 89 93005-209
investor@schaltbau.de
www.schaltbaugroup.de