DGAP-News: Carlyle announces start of acceptance period of voluntary public takeover offer for Schaltbau

Carlyle announces start of acceptance period of voluntary public takeover offer for Schaltbau

• Offer document published following approval by BaFin
• Acceptance period commences today and ends on September 22, 2021
• Highly attractive cash offer of EUR 53.50 per share, representing a premium of 32% to the closing price of Schaltbau shares on August 6, 2021 as well as a premium of 44% to the three-month volume-weighted average share price
• Carlyle has secured irrevocable undertakings from shareholders representing approximately 69% of the total share capital of Schaltbau to tender their shares into the offer

Munich, August 25, 2021. - Voltage BidCo GmbH (the "Bidder"), a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle"), today published the offer document for the voluntary public cash takeover offer (the "Offer") to all shareholders of Schaltbau Holding AG ("Schaltbau" or the "Company") for the acquisition of all Schaltbau shares.

As of today, Schaltbau shareholders can accept the Offer by tendering their shares at a highly attractive offer price of EUR 53.50 in cash per Schaltbau share. Schaltbau shareholders who wish to accept the Offer should contact their respective custodian bank or any other securities services company where their Schaltbau shares are being held. The acceptance period will end at midnight (CEST) on September 22, 2021.

The offer price represents a highly attractive premium of 32% to the XETRA closing share price of Schaltbau on August 6, 2021, the last trading day prior to the announcement of the intention to launch the Offer, and a premium of 44% to the volume-weighted average share price during the three months prior to the announcement of the intention to launch the Offer.

Carlyle has already secured irrevocable undertakings from shareholders of Schaltbau, representing in the aggregate approximately 69% of the total share capital of Schaltbau on a fully diluted basis. These shareholders have committed to tender their existing Schaltbau 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. Completion of the Offer will be subject to antitrust and foreign investment control approvals as well as further customary conditions. Carlyle has secured the financing of the transaction.

Following the announcement of the Offer, Carlyle declared its intention to conclude a domination and profit and loss transfer agreement with Schaltbau immediately after the closing of the Offer and to approve the conclusion in an extraordinary general meeting of the Company. Carlyle and Schaltbau are currently in negotiations on the conclusion of such domination and profit and loss transfer agreement.

The members of the Executive Board of the Company have agreed, to the extent legally possible and subject to applicable law and their fiduciary duties, to reflect in the reasoned statement issued pursuant to Section 27 WpÜG that the Executive Board welcomes and supports the Offer. Such support is subject to certain requirements agreed to in the investment agreement.

The Offer is made on and subject to the terms and conditions set out in the offer document, the publication of which has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). The offer document is available in German and in the form of a non-binding English convenience translation, alongside other information relating to the Offer, on the following website:

www.voltage-offer.com

Copies of the German offer document and English convenience translations can be obtained free of charge through the settlement agent for the Offer, UniCredit Bank AG, MFM1EG, Arabellastraße 14, 81925 Munich, Germany (inquiries with specification of the complete postal address by fax at +49 (0)89 378-44081 or by email at [email protected]).

Press Enquiries:

Andrew Kenny, +44 7816 176120, [email protected]

Katharina Gebsattel, +49 172 718 68 57, [email protected]

Lutz Golsch, FTI Consulting, +49 173 6517710, [email protected]

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Investment Solutions. With USD 276 billion of assets under management as of June 30, 2021, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs nearly 1,800 people in 27 offices across five continents.

Further information is available at www.carlyle.com.

Follow Carlyle on Twitter @OneCarlyle.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer are set out in the offer document. Investors and shareholders of the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.