DGAP-Adhoc

Kontron AG announces details of planned merger

DGAP-Ad-hoc: Kontron AG / Key word(s): Merger/Mergers & Acquisitions Kontron AG announces details of planned merger 26-Apr-2017 / 14:29 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Augsburg, April 26, 2017 - Kontron, a leading global provider of Embedded Computing Technology (ECT), announces that Kontron AG and S&T Holding Deutschland AG are in advanced negotiations regarding the conclusion of a merger agreement and assume notarisation of such agreement presumably on 3 May 2017 subject to the approvals by their respective supervisory boards scheduled for 2 May 2017. Kontron AG instructed an external neutral valuation company, Dr. Kleeberg und Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, München, which calculated an adequate exchange ratio of 1 (one) S&T Holding AG-share for 1 (one) Kontron AG-share, respectively, and an adequate cash compensation of EUR 3.11 per Kontron AG-share which both was confirmed by Deloitte Wirtschaftsprüfungsgesellschaft GmbH, München, the joint court appointed valuation company. It is planned that shareholders of Kontron AG, who do not choose the cash compensation but exchange their Kontron AG-shares in S&T Deutschland Holding AG-shares, receive by S&T AG, Linz (Austria), an offer to contribute these shares into S&T AG, Linz (Austria), within the scope of a non-cash capital increase and thus exchange such shares in shares of TecDAX listed S&T AG, Linz (Austria). S&T AG, Linz (Austria), has informed us that it is currently calculating the respective exchange ratio which will be determined in the next days and subsequently published.   ### About Kontron Kontron, a global leader in embedded computing technology and a pioneer in secure IoT platform solutions, provides a combined portfolio of hardware, middleware and services. With its leading-edge standard products and solution ready platforms, Kontron enables new technologies and applications across multiple industries. As a result, customers benefit from accelerated time-to-market, reduced total cost of ownership, product longevity and the best overall application with the highest reliability in embedded technology. Kontron is a listed company. Its shares are traded in the Prime Standard segment of the Frankfurt Stock Exchange and on other exchanges under the symbol "KBC". For more information, please visit: www.kontron.com   For additional information: Alexandra Habekost Head of Investor Relations & Corporate Communications Kontron Tel: [phone] [e-mail]     26-Apr-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language:	English
Company:	Kontron AG
	Lise-Meitner-Straße 3-5
	86156 Augsburg
	Germany
Phone:	00498214086114
Fax:	00498214086122
E-mail:	[e-mail]
Internet:	www.kontron.com
ISIN:	DE0006053952
WKN:	605395
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange

End of Announcement	DGAP News Service

567717  26-Apr-2017 CET/CEST