Schaltbau Holding AG enters into investment agreement with Carlyle

Munich, August 7, 2021 - Schaltbau Holding AG [ISIN DE000A2NBTL2] (the "Company"), and Voltage BidCo GmbH, a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle" or the "investor"), today signed an investment agreement to create a strategic partnership supporting the long-term growth and investment strategy of Schaltbau. In this context, the investor has announced its intention to launch a voluntary public cash takeover offer (the "Offer") for all outstanding shares of Schaltbau.

In the investment agreement, Schaltbau and Carlyle agreed on the terms and conditions of the Offer. The Executive Board of Schaltbau has agreed to support the Offer, as it is considered to be in the best interest of the Company, its shareholders, employees, customers and other stakeholders, subject to the review of the published offer document and its fiduciary duties.

In the investment agreement, Carlyle gave assurance to support Schaltbau's long-term growth and investment strategy, and to preserve the existing structure and sites of the Schaltbau Group, including its workforce. Carlyle would also welcome the current Executive Board members to continue their role in the company.

Carlyle intends to offer a cash consideration of EUR 53.50 per Schaltbau share. This represents a premium of 32% to the current share price (closing price of XETRA trading system as of 6 August 2021) and a premium of 44% to the volume-weighted average share price during the three months before announcement of the offer.

Carlyle has informed Schaltbau that they have already secured irrevocable undertakings from several existing major shareholders of the company, together representing approx. 69% of the total share capital of Schaltbau on a fully diluted basis, which have committed to tender their existing shares into the Offer and to also accept the Offer for all converted shares they receive upon conversion of the mandatory convertible bonds issued by Schaltbau and currently held by them.

Within two weeks after the publication of the offer document, Schaltbau's Executive Board and Supervisory Board will issue a reasoned opinion in accordance with their statutory duties and provide further details on the contents of the investment agreement. The reasoned opinion will be published on Schaltbau's website under https://ir.schaltbaugroup.com.

The final terms and conditions will be set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").

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Contact

Investor Relations
Schaltbau Holding AG
Hollerithstraße 5
81829 München
T +49 89 93005-209
[email protected]