Schaltbau Holding AG: Executive Board and Supervisory Board recommend shareholders to accept Carlyle delisting offer

Schaltbau Holding AG: Executive Board and Supervisory Board recommend shareholders to accept Carlyle delisting offer

– Joint reasoned statement of Executive Board and Supervisory Board published
– Company applies for delisting of Schaltbau shares from trading
– Offer of EUR 53.50 financially appropriate
– Voltage BidCo (Carlyle) currently holds approx. 78% of Schaltbau shares

Munich, 19 November 2021 – Today, pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Executive Board and the Supervisory Board of Schaltbau Holding AG (“Schaltbau”) (ISIN DE000A2NBTL2) issued a joint reasoned statement (“Reasoned Statement”) on the delisting offer made 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 examined the contents of the takeover offer and are of the opinion that the delisting offer, like the preceding voluntary public takeover offer, is in the best interest of the Company, its employees and its customers. They therefore welcome and support the offer in their Reasoned Statement and recommend shareholders to accept the delisting offer.

The Executive Board and the Supervisory Board consider the offer price of EUR 53.50 to be financially appropriate. It is equivalent to the offer price of the voluntary takeover offer, which included a premium of 43.86% over and above the three-month average price determined by the BaFin prior to the announcement of the voluntary takeover offer by Voltage BidCo GmbH. Moreover, the offer price of the delisting offer is higher than the weighted six-month average share price of EUR 51.01 determined by the BaFin as of 6 October 2021 (inclusive). At EUR 56.00 the closing price of the Schaltbau share in Xetra trading on the day the delisting offer was published (16 November 2021) was higher than the offer price.

As in their Reasoned Statement on the voluntary public takeover offer, the Executive Board and the Supervisory Board emphasise in their Reasoned Statement on the delisting offer that the strategic partnership with Carlyle will enable Schaltbau Holding AG to continue implementing its long-term growth and investment strategy. Furthermore, in a delisting agreement, Voltage BidCo GmbH again stated that it would retain the structure, locations, employment and operating conditions and safeguard jobs.

Cutting costs and concentration on operating business

With its current share of around 78% of Schaltbau shares, Voltage BidCo GmbH (Carlyle) is the majority shareholder of the Schaltbau Group. In principle, Carlyle is also offering the Schaltbau Group excellent financing options for its future capital requirements for planned growth over and above the financing commitments contained in the investor agreement. The planned delisting of Schaltbau Holding AG means considerable cost savings for the Company and frees up management capacities for operational business and the planned growth of the Group, which have been bound by the stringent regulatory requirements of a listed company. For this reason, Schaltbau Holding AG will soon apply to delist its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange and the regulated market of the Munich Stock Exchange. The listing of the 2021/2022 convertible bonds on the Open Market of the Frankfurt Stock Exchange was terminated on 26 October 2021, as more than 98% of the convertible bonds had already been converted into shares.

Acceptance period for delisting offer ends on 14 December 2021

The acceptance period for the delisting offer commenced with the publication of the offer document on 16 November 2021 and ends at midnight on 14 December 2021 (local time Frankfurt am Main) / 6 p.m. (local time New York).

The joint Reasoned Statement of the Executive Board and the Supervisory Board of Schaltbau Holding AG will be published online at: https://ir.schaltbaugroup.com in the “Investor Relations” section in a binding German version and as a non-binding translation in English. The Reasoned Statement will also be made available free of charge at Schaltbau at the following address: Hollerithstr. 5, 81829 Munich (tel: +49 (0) 89 93005-0; fax: +49 (0) 89 93005-398; e-mail: investor@schaltbau.de).

Notice of the online publication and the free availability of the Reasoned Statement will be given by publication of a notice in the Federal Gazette (Bundesanzeiger) on 19 November 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 of 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 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
P +49 89 93005-209
investor@schaltbau.de