DGAP-News: Voltage BidCo GmbH: Notification of intention to conclude a domination and profit and loss transfer agreement with Schaltbau Holding AG

Voltage BidCo GmbH

Munich, Germany

Notification of intention to conclude a domination and
profit and loss transfer agreement with Schaltbau Holding AG

On 7 August 2021, Voltage BidCo GmbH (the "Bidder"), wholly-owned subsidiary of funds advised by The Carlyle Group, published its decision, pursuant to Sec. 10 para. 1 of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), to launch a voluntary public takeover offer to the shareholders of Schaltbau Holding AG (the "Company") for the acquisition of all no-par value registered shares of the Company (the "Schaltbau Shares") against a cash consideration of EUR 53.50 per Schaltbau Share (the "Offer"). The Offer will not contain a minimum acceptance threshold.

The Bidder has concluded irrevocable undertakings with certain shareholders of the Company, under which such shareholders have committed to accept the Offer for all Schaltbau Shares which are held by them and to also accept the Offer for all converted shares they receive upon conversion of the mandatory convertible bonds issued by Schaltbau which are held by them. Overall, such irrevocable undertakings relate to an aggregate 69 % of the Company's share capital and voting rights on a fully diluted basis. Therefore, the Bidder is certain in its assumption that, following the closing of the Offer, it will have the required voting power to resolve upon the approval of a domination and profit and loss transfer agreement in an extraordinary general meeting of the Company which shall take place within six months.

Against this background, the Bidder hereby announces its intention to conclude a domination and profit and loss transfer agreement within the meaning of Sec. 291 para. 1 of the German Stock Corporation Act (Aktiengesetz - AktG) between the Company as dominated entity and the Bidder as dominating entity immediately after the closing of the Offer and to approve the conclusion of such domination and profit and loss transfer agreement in an extraordinary general meeting of the Company. Today, the Bidder informed the Company of such intention and asked the Company to enter into negotiations on the conclusion of such domination and profit and loss transfer agreement already now.

Munich, 9 August 2021

Voltage BidCo GmbH