Augsburg, February 15, 2017 - Kontron, a leading global provider of
Embedded Computing Technology (ECT), announces that today the Management
Board of Kontron AG signed a letter of intent with the Management Board of
S&T Deutschland Holding AG, a wholly-owned subsidiary of the listed S&T AG,
on the planned merger between Kontron AG and the non-listed S&T Deutschland
Holding AG. The merger shall be evaluated and prepared in the coming two
months and then be submitted for decision to the Annual General Shareholder
Meetings of Kontron AG and S&T Deutschland Holding AG, which are both
planned to take place no later than June 2017.
To the knowledge of the Management Board of Kontron AG, the Management
Board of S&T AG, headquartered in Linz, intends to offer all Kontron
shareholders, who exchange their shares against shares of the S&T
Deutschland Holding AG in the course of the merger the following option:
Shareholders, who received shares of the S&T Deutschland Holding AG in the
course of the merger, can contribute these shares within the scope of a
non-cash capital increase into the S&T AG and thus become a shareholder of
the TecDax-listed S&T AG. Kontron shareholder thus have the option to take
the cash compensation offer or to accept the offer of the S&T AG based on a
capital increase by way of contribution in kind with compensation of 90% of
the value in new S&T AG shares and 10% of the value as a cash component.
All Kontron shareholders, who in the course of the merger do not accept the
legal compulsory cash compensation offer of the S&T Deutschland Holding AG,
are given the opportunity to finally exchange their Kontron shares for
shares of the S&T AG and a cash component. The non-cash capital increase