Ultrasonic AG / Key word(s): Share Buyback/Dividend 10.09.2013 15:23 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Public offer of Ultrasonic AG to repurchase shares - Price for public offer to repurchase shares set at EUR 9.20 per bonus share - Acceptance period for public offer to repurchase shares to start on 13 September 2013 Cologne, September 10, 2013 - By resolution as of September 10, 2013, and with consent of the supervisory board, the management board of Ultrasonic AG resolved to execute the authorization according to Section 71 Para. 1 No. 8 of the German Stock Corporation Act (AktG) which has been given by the Annual Shareholders Meeting dated June 7, 2013. In order to provide for a profit participation of the shareholders it shall be offered to all Ultrasonic Shareholders to repurchase and acquire on the terms and conditions set forth in a respective offer document the no par bearer Ultrasonic Bonus Shares with all property and administrative rights as well as full dividend rights held by them in the Company (that is, limited to the shares under ISIN DE000A1X3Y08), each share representing a pro rata amount of EUR 1.00 against payment of a cash consideration of EUR 9.20. This corresponds to a premium of around 3.77 per cent compared to the volume-weighted average trading price of ULTRASONIC shares in Xetra trading on the last five trading days (September 03 - 09, 2013) before the date on which the offer is published. The Ultrasonic Bonus Shares have been issued by way of an increase in share capital from the Company's reserves which has been registered with the commercial register of Cologne on August 26, 2013. Shareholders, who intend to accept the tender offer, would realize a calculated profit participation of EUR 0.46 per share, based on the buy-back price (EUR 9.20 gross sale proceeds for each 20 shares held originally). The acceptance period of the offer begins on Friday, September 13, 2013, 0:00 hours (Central European Summer Time) and ends on Wednesday, September 25, 2013, 12:00 hours (Central European Summer Time). The offer document will be published on the internet side of the Company under http://www.ultrasonic-ag.de/en/ultrasonic-stock/option-dividend and in the Federal Gazette. About Ultrasonic: The Cologne-based company Ultrasonic AG is the German holding company of the Chinese ULTRASONIC Group, an established manufacturer and supplier of high-quality branded urban footwear. The Group has more than 1,400 employees and operates in three market segments, each of which currently contributes about a third of revenue. ULTRASONIC produces sandals and slippers for the upper price segment for the local and international market. It is also a long-term supplier of shoe soles to leading manufacturers in the established Chinese sport shoe industry such as Anta, Xtep and Unisuper. Moreover, the company has developed its own very successful high-quality urban footwear collection which is marketed under the ULTRASONIC brand and targets China's young, fashion-conscious urban middle class, which has high purchasing power and expects high quality. The ULTRASONIC product line is currently marketed via more than 110 mono-label shops. The ULTRASONIC Group has reported a compound annual growth rate (CAGR) of 31% per year since 2009. In 2012 it generated sales of around EUR 149 million and a net profit of EUR 30.8 million. For further information about the company visit: www.ultrasonic-ag.de For enquiries: Ultrasonic AG Chi Kwong Clifford Chan Vorstand und CFO E-Mail: [email protected] Tel.: +86 1525 947 9902 (China), +852 966 227 40 (Hong Kong) Disclaimer: This document is no offer for the purchase of securities in the United States of America. Securities may only be sold or offered for sale with the previous registration under the U.S. Securities Act of 1933 in the actual valid version or without previous registration only pursuant to an exemption. The shares of Ultrasonic AG (the 'Shares') have not been registered under the U.S. Securities Act of 1933 in the actual valid version and may not be sold or offered in the United States. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). The Shares, which are referred to, are only available to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 10.09.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Ultrasonic AG c/o BPG mbH, Graf-Adolf-Platz 12 40213 Düsseldorf Germany Phone: +86 1525 947 9902 (China); +852 966 227 40 (Hong Kong) Fax: +49 (0)211 172 9829 E-mail: [email protected] Internet: www.ultrasonic-ag.de ISIN: DE000A1KREX3 WKN: A1KREX Indices: CDAX, Classic All Share, DAXsector All Consumer, DAXsector Consumer, DAXsubsector All Clothing & Footwear, DAXsubsector Clothing & Footwear, Prime All Share Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------