DGAP-Ad-hoc: SinnerSchrader AG / Key word(s): Offer SINNERSCHRADER AG AND ACCENTURE AGREE ON BUSINESS COMBINATION; ACCENTURE ANNOUNCES VOLUNTARY PUBLIC TAKEOVER OFFER FOR ALL SHARES OF SINNERSCHRADER AG 20-Feb-2017 / 07:34 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. --------------------------------------------------------------------------- Today, SinnerSchrader Aktiengesellschaft ("SinnerSchrader"), based on respective resolutions by its Supervicory Board and its Management Board, has entered into a Business Combination Agreement ("BCA") with Accenture Digital Holdings GmbH, a 100% subsidiary of Accenture Holding GmbH & Co. KG and part of the Accenture-Group ("Accenture"). By this agreement, Accenture undertook to, inter alia, launch a voluntary public takeover offer for all outstanding SinnerSchrader-shares. Accenture intends to offer a cash consideration of EUR 9.00 per SinnerSchrader-share. This represents a premium of approximately 31 per cent to the 3-month volume-weighted average share price as of the end of trading on Friday, 17 February 2017. In the BCA, SinnerSchrader and Accenture further agreed on the major cornerstones of the transaction and their mutual understanding of SinnerSchrader's future development in case the takeover offer is successfully completed. SinnerSchrader and Accenture believe that the intended cooperation and business combination between the two companies represent an excellent opportunity for customers, employees and shareholders of both companies alike. Accenture assured to support SinnerSchrader's further development on a long-term basis and to preserve and expand the existing offices of the company. Furthermore, Accenture would welcome SinnerSchrader's current management's continuing service in the company. Accenture also informed the company that it executed share purchase and transfer agreements with significant shareholders of the company today. As a result, Accenture will acquire a total of 7.171.473 shares in the company (representing 62,13% of all SinnerSchrader-shares) provided that such acquisition of control will be approved by the competent competition authorities in Germany and Austria. Following receipt of the offer document, which is to be published by Accenture, SinnerSchrader's Management Board and Supervisory Board will issue a reasoned opinion in accordance with their statutory duties and provide further details on the contents of the BCA. Subject to the evaluation of the offer document, the Management Board and Supervisory Board currently intend to support the envisaged takeover offer. The reasoned opinion will be published under https://sinnerschrader.ag. The SinnerSchrader-Group expects to incur personnel related expenses at the amount of approximately EUR 3.8 million in the current financial year in connection with this transaction and with the implementation of the BCA which will reduce its EBITA and, net of tax, its net income as well. These expenses will be financed by Accenture and by the sale of SinnerSchrader'sTreasury shares as part of the transaction which, based on current information, will balance the negative effect on earnings in shareholder's equity. Otherwise, the business of SinnerSchrader-Group is currently developing well within the latest outlook with respect to revenue, EBITA, and net income. --------------------------------------------------------------------------- Information and Explanation of the Issuer to this News: ABOUT SINNERSCHRADER SinnerSchrader is one of the leading digital agencies in Europe with the focus on the design and development of digital products and services. More than 500 employees work on digital transformation for companies such as Allianz, Audi, BMW, comdirect bank, ERGO, Telefónica, TUI, Unitymedia and VW. SinnerSchrader was founded in 1996, has been listed on the stock exchange since 1999 and has offices in Hamburg, Berlin, Frankfurt am Main, Munich, Prague and Hanover. http://sinnerschrader.com PRESS CONTACT Carmen Fesenbeck Corporate Communications [email protected] INVESTOR RELATIONS CONTACT Thomas Dyckhoff CFO [email protected] SinnerSchrader Aktiengesellschaft Völckersstraße 38 22765 Hamburg T. +49. 40. 39 88 55-0 F. +49. 40. 39 88 55-55 --------------------------------------------------------------------------- 20-Feb-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: SinnerSchrader AG Völckersstraße 38 22765 Hamburg Germany Phone: +49 (0)40 39 88 55-0 Fax: +49 (0)40 39 88 55-55 E-mail: [email protected] Internet: www.sinnerschrader.com ISIN: DE0005141907 WKN: 514190 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 545691 20-Feb-2017 CET/CEST