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DGAP-Ad-hoc: Schaltbau Holding AG / Key word(s): Contract Schaltbau Holding AG: Receipt of a notice of intention to enter into a domination and profit and loss transfer agreement between Schaltbau Holding AG and Voltage BidCo GmbH Munich, 9 August 2021 - Today, Schaltbau Holding AG [ISIN DE000A2NBTL2] ("Company") received a letter from Voltage BidCo GmbH in which the latter notified the Company of its intention to conclude a domination and profit and loss transfer agreement in accordance with section 291(1) of the German Stock Corporation Act between the Company as the controlled and profit-transferring company and Voltage BidCo GmbH as the controlling and profit transfer-entitled company. The voluntary public takeover offer to the shareholders of the Company to acquire all no-par value registered shares of the Company announced by Voltage BidCo GmbH on 7 August 2021 ("Takeover Offer") will not have a minimum acceptance threshold pursuant to the investment agreement entered into by the Company with Voltage BidCo GmbH on 7 August 2021. Voltage BidCo GmbH has already secured the support of shareholders of the Company in advance of the Takeover Offer through tender agreements with major shareholders of the Company relating to approx. 69% of the share capital and voting rights of the Company on a fully diluted basis. Therefore, Voltage BidCo GmbH confidently assumes that after completion of the Takeover Offer it will have the necessary voting weight to resolve on the approval of a domination and profit and loss transfer agreement at an extraordinary shareholders' meeting of the Company to be held within the next 6 months. Against this background, subject to applicable antitrust regulations, the executive board of the Company will timely enter into negotiations with the management of Voltage BidCo GmbH on the conclusion of a domination and profit and loss transfer agreement, in particular since according to the investment agreement entered into by the Company with Voltage BidCo GmbH on 7 August 2021, Voltage BidCo GmbH is obligated to bear the costs therefor. --- End of the ad hoc announcement ---
Contact Investor Relations
09-Aug-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Schaltbau Holding AG |
| Hollerithstraße 5 | |
| 81829 Munich | |
| Germany | |
| Phone: | +49 89 - 93005 - 209 |
| Fax: | +49 89 - 93005 - 398 |
| E-mail: | investor@schaltbau.de |
| Internet: | www.schaltbaugroup.de |
| ISIN: | DE000A2NBTL2 |
| WKN: | A2NBTL |
| Indices: | Prime Standard |
| Listed: | Regulated Market in Frankfurt (Prime Standard), Munich; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Stuttgart, Tradegate Exchange |
| EQS News ID: | 1224831 |
| End of Announcement | DGAP News Service |
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1224831 09-Aug-2021 CET/CEST
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