DGAP-News: Schaltbau Holding AG enters into investment agreement with Carlyle to support long-term growth strategy

Schaltbau Holding AG enters into investment agreement with Carlyle to support long-term growth strategy

Munich, August 7, 2021 - Schaltbau Holding AG ("Schaltbau") [ISIN DE000A2NBTL2] and Voltage BidCo GmbH, a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle", "investor"), today signed an investment agreement to create a strategic partnership supporting the long-term growth and investment strategy of Schaltbau. The strategic partnership with Carlyle will enable Schaltbau to pursue and significantly accelerate the profitable growth path as outlined in the Executive Board's Strategy 2023. In this context, the investor has announced its intention to launch a voluntary public cash takeover offer for all outstanding shares of Schaltbau. The investor intends to offer a cash consideration of EUR 53.50 per Schaltbau share and has secured irrevocable undertakings from several existing shareholders, representing approx. 69% of the total share capital to tender their shares into the offer.

Dr Jürgen Brandes, CEO of Schaltbau Holding AG states: "Carlyle has proven itself with a number of successful investments also in the German market to be a very reliable, responsible and strong investment partner. This offer, as it stands now, is a great opportunity for all of our stakeholders. With Carlyle's additional financial support and their global industry access and network we will be able to significantly accelerate our growth plans outlined in our Strategy 2023".

Carlyle supports Schaltbau's long-term growth strategy "Strategy 2023"

As part of the company's "Strategy 2023", Schaltbau plans to further improve its financial performance, strengthen the Rail core business (e. g. with selective tuck-in acquisitions), grow the After Sales business and further expand its business into the fast-growing New Energy / New Industry and e-Mobility markets, leveraging its exceptional DC expertise and technological competitive edge.

With $276 billion of assets under management as of June 30, 2021, the Carlyle Group (NASDAQ: CG) is a major global investment firm. The firm has 27 offices around the globe, including a subsidiary in Munich, Germany. The industrial sector is one of the key investment areas of Carlyle. The company has thus developed deep industry knowledge across various segments as well as an unparalleled network of industry experts.

Executive Board supports the planned offer

The investment agreement signed today sets out the terms and conditions of the offer. Schaltbau's Executive Board intends to support the offer, as it currently considers the offer to be in the best interest of the company, its shareholders, employees, customers and other stakeholders, subject to the review of the offer document and subject to 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.

According to the investment agreement, the offer will be subject to merger control and foreign direct investment conditions as well as certain customary conditions. It will not be subject to a minimum acceptance threshold.

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").

Offer price represents an attractive premium

Schaltbau's shareholders are offered a cash consideration of EUR 53.50 per share. The offer price represents an attractive premium of 32% to the XETRA closing share price on August 6, 2021, and a premium of 44% to the volume-weighted average share price during the three months before announcement of the offer. At the offer price, the entire fully diluted share capital of Schaltbau is valued at EUR 584 million.

Steffen Munz, CFO of Schaltbau Holding AG, comments: "The Executive Board has focused on achieving the best possible outcome for all of our stakeholders, including our shareholders, employees, and customers. We are therefore very pleased with the financial terms of the announced offer. At the same time, we are convinced that Carlyle will be a responsible owner and reliable partner for all stakeholders."

Major shareholders of Schaltbau have committed to accept the offer

Carlyle has already secured irrevocable undertakings from several existing major shareholders, together representing approx. 69% of the total share capital 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.

In compliance with their obligations under statutory law, the Executive Board and the Supervisory Board of Schaltbau will release a reasoned statement regarding the offer within two weeks after the publication of the offer document. The reasoned statement will be published on Schaltbau's website under https://ir.schaltbaugroup.com.

Lazard is acting as financial advisor and Gleiss Lutz as legal advisor to Schaltbau.

Important Note

The investor has not published the offer yet. Therefore, this Corporate News release shall not be considered as a statement from the Executive Board or Supervisory Board with regard to the announced offer. The Executive Board and the Supervisory Board will provide a reasoned statement pursuant to § 27 WpÜG after publication of the offer document by the investor. Shareholders are advised to read the statement in full before reaching their decision as to whether or not to accept the offer. The sole authoritative document for the offer itself is the offer document from the investor.

About the Schaltbau Group


Schaltbau Holding AG (ISIN: DE000A2NBTL2) is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry. With Pintsch, Bode, Schaltbau and SBRS as their core brands, Schaltbau Group companies develop a wide range of high-quality technologies and customer-specific technological solutions for rail infrastructure, rolling stock, passenger and commercial vehicles. As one of the few specialists for smart DC energy concepts, the Schaltbau Group is also a driver of innovation for the fast-growing markets of tomorrow such as New Energy / New Industry and E-Mobility. Further information is available at www.schaltbaugroup.com

Contact Schaltbau

Investor Relations

Schaltbau Holding AG

Hollerithstraße 5

81829 Munich

Germany

T +49 89 93005-209

[email protected]