Schaltbau Holding AG: Executive Board and Supervisory Board of Schaltbau Holding AG recommend Schaltbau shareholders to accept the takeover offer

Executive Board and Supervisory Board of Schaltbau Holding AG recommend Schaltbau shareholders to accept the takeover offer

Munich, September 2, 2021 – Today, the Executive Board and the Supervisory Board of Schaltbau Holding AG (“Schaltbau”) (ISIN DE000A2NBTL2) have issued their joint reasoned statement (“Reasoned Statement”) pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) on the voluntary public takeover offer (“Takeover Offer”) by Voltage BidCo GmbH, a wholly-owned subsidiary of funds advised by The Carlyle Group (“Carlyle”). The Executive Board and the Supervisory Board have carefully reviewed the terms of the Takeover Offer and came to the conclusion that the Takeover Offer fully satisfies the strategic objectives and legitimate interests of the Company, its employees and customers. Therefore, the Executive Board and the Supervisory Board welcome and strongly support the Bidder’s Offer without reservation. The Executive Board and the Supervisory Board recommend that the Schaltbau Shareholders accept the Takeover Offer.

The Executive Board and the Supervisory Board are of the opinion that the offer price is financially appropriate. They particularly highlight the financial attractiveness of the Takeover Offer: With EUR 53.50 per Schaltbau Share, the offer price includes a premium of 31.94% over the closing price of Schaltbau Shares in XETRA trading on the Frankfurt Stock Exchange on the last trading day prior to the announcement of the Bidder’s decision to launch the Takeover Offer as well as a premium of 43.86% over the three-month average price prior to announcement of the Bidder’s decision to launch the Takeover Offer.

The Executive Board and the Supervisory Board welcome the Bidder’s intention to pursue the economic and strategic objective to support the current business strategy of the Company, in particular to strengthen the market position of the Company as a supplier of products, systems and solutions to the railway and other industries as well as to further increase the long-term sustained growth and the value of Schaltbau. The Executive Board and the Supervisory Board believe that the strategic partnership with the Bidder and the Investor will enable Schaltbau to continue and accelerate its long-term growth and investment strategy. It will allow Schaltbau to profit substantially from the excellent financing opportunities of the Investor. Moreover, Schaltbau can derive benefits from the fact that the Investor has in-depth industry knowledge in various segments and a unique network.

Moreover, the Executive Board and the Supervisory Board very much welcome the Bidder’s commitment to the current employment and operating conditions as well as to Schaltbau’s business locations and to safeguarding jobs.

The period for accepting the Takeover started with the publication of the offer document on 25 August 2021 and, subject to statutory extensions, will end on 22 September 2021, 24:00 hours (local time Frankfurt am Main) / 18:00 hours (local time New York).

A binding German-language version and a non-binding English language convenience translation of the Reasoned Statement will be published online at https://ir.schaltbaugroup.com under “Investor Relations”. Moreover, print copies of the Reasoned Statement may also be obtained free of charge from the Company at Hollerithstraße 5, 81829 Munich (Tel: +49 (0) 89 93005-0; Fax: +49 (0) 89 93005-398; E-Mail: investor@schaltbau.de).

A notice announcing the publication on the internet and the possibility to obtain the Reasoned Opinion free of charge will be published in the German Federal Gazette (Bundesanzeiger) on 2 September 2021.

Important Note

Please note that only the Reasoned Statement of the Executive Board and Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the Reasoned Statement.

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 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. Further information is available at www.schaltbaugroup.com

Contact Schaltbau

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