DGAP-News

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

DGAP-News: Schaltbau Holding AG / Key word(s): Delisting/Statement Schaltbau Holding AG: Executive Board and Supervisory Board recommend shareholders to accept Carlyle delisting offer 19.11.2021 / 17:43 The issuer is solely responsible for the content of this announcement. 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.