Schaltbau Holding AG concludes a domination and profit and loss agreement with Voltage BidCo (Carlyle)

Schaltbau Holding AG concludes a domination and profit and loss agreement with Voltage BidCo (Carlyle)

Munich, 17 December 2021 – Schaltbau Holding AG (“Schaltbau”) (ISIN DE000A2NBTL2) and Voltage BidCo GmbH, a wholly-owned subsidiary of funds advised by The Carlyle Group (“Carlyle”), have today concluded a domination and profit and loss agreement (DPLA). The DPLA, the effectiveness of which is still subject to approval by the General Meeting, provides for a settlement pursuant to Section 305 of the German Stock Corporation Act (Aktiengesetz – AktG) in an amount of EUR 50.33 and settlement pursuant to Section 304 of the German Stock Corporation Act in an amount of EUR 2.16 (gross profit contribution) per share. Based on the current corporate tax rate (including solidarity surcharge), this would result in a compensation payment of EUR 1.90 per share.

Upon completion of the voluntary delisting offer on 14 December 2021, Voltage BidCo GmbH (Carlyle) currently holds 8,521,407 (78.24 %) of the shares of Schaltbau Holding AG currently totalling 10,891,940. Application for revocation of the listing of the Schaltbau shares on the regulated market will take effect on the Frankfurt Stock Exchange as of 20 December 2021 and on the Munich Stock Exchange as of 30 December 2021. The Schaltbau shares will subsequently only be traded on the Open Market on the Munich Stock Exchange until 31 March 2022. The Extraordinary General Meeting will take place on 3 February 2022. Convocation is scheduled to be published in the German Federal Gazette on 23 December 2021.

The Management Board and the Supervisory Board of Schaltbau AG have today concluded a DPLA with Voltage BidCo GmbH. This DPLA provides for settlement pursuant to Section 305 of the German Stock Corporation Act of EUR 50.33 and compensation payment pursuant to Section 304 of the German Stock Corporation Act of EUR 2.16 (gross profit contribution) per share. The settlement and compensation amounts were calculated on the basis of an expert opinion by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungs-gesellschaft, Stuttgart, (“Ebner Stolz”) determining the enterprise value as of 3 February 2022. Ebner Stolz was mandated to prepare the opinion in the role of an independent auditor by the Management Board of Schaltbau Holding AG and the management of Voltage BidCo GmbH.

Düsseldorf-based I-ADVISE Wirtschaftsprüfungsgesellschaft, appointed by the District Court of Munich as joint auditor of the DPLA pursuant to Section 293 (1) of the Stock Corporation Act, has concluded in the context of its audit that Ebner Stolz’s expert opinion on the enterprise value lies within the bandwidth for the fair value of the Schaltbau Group’s equity. The DPLA was thereupon signed by the Management Board of Schaltbau Holding AG and the management of Voltage BidCo GmbH.

The domination and profit and loss transfer agreement, as well as the joint report concerning the DPLA (including Ebner Stolz’s expert opinion) and the audit report of the court-appointed auditor are expected to be made available in the context of the invitation to the Extraordinary General Meeting on the website of Schaltbau Holding AG under the Investor Relations heading as from 23 December 2021 (afternoon). The convening of the Extraordinary General Meeting is scheduled to be published in the German Federal Gazette on the same day, also in the afternoon. The Extraordinary General Meeting will take place on 3 February 2022 – due to the ongoing pandemic situation, in the form of a virtual General Meeting, i.e. without physical attendance by the shareholders.

Carlyle holds around 78 % of the shares – convertible bond already largely converted

Following completion of the voluntary delisting offer on 14 December 2021, Voltage BidCo GmbH currently holds 8,521,407 (78.24 %) of the shares of Schaltbau Holding AG currently totalling 10,891,940. As part of the voluntary public takeover offer and the subsequent delisting offer, a large majority (98.6 %) of the outstanding mandatory convertible bond 2021/2022 has already been converted into shares of the company. The number of shares therefore rose from 8,852,190 as of 31 December 2020 to 10,891,940 shares as of 17 December 2021. At present, EUR 845,000 of the mandatory convertible bond worth EUR 60 million is still outstanding and can be converted into a maximum of 29,137 new shares.

Delisting to follow on shortly

The revocation of the listing of the Schaltbau shares on the regulated market applied for by Schaltbau Holding AG is to take effect on the Frankfurt Stock exchange already by the date of 20 December 2021 and on the Munich Stock Exchange at the end of 30 December 2021. On application by the company, the shares of Schaltbau Holding AG will subsequently still be traded on the Open Market on the Munich Stock Exchange until 31 March 2022.

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 cars and commercial vehicles. As one of the few specialists for smart DC-based energy concepts, the Schaltbau Group is also a driver of innovation in 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
T +49 89 93005-209
investor@schaltbau.de