DGAP-News: Carlyle secures 79.8% of Schaltbau shares

Carlyle secures 79.8% of Schaltbau shares

• Additional acceptance period for the voluntary takeover offer begins on September 28, 2021 and ends on October 11, 2021
• Executive and Supervisory Boards of Schaltbau recommend acceptance of the offer

Munich, September 27, 2021. - Voltage BidCo GmbH (the "Bidder"), a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle"), today announced the result of its voluntary public cash takeover offer (the "Offer") to all shareholders of Schaltbau Holding AG ("Schaltbau" or the "Company").

A total of 8.032.191 shares were tendered during the acceptance period, which ended on September 22, 2021, which amounts to 78.49% of the share capital and voting rights of Schaltbau based on a total share capital of Schaltbau of 10.233.220 shares (as published by the Company on August 31, 2021). During the acceptance period, the Bidder further acquired 0.91% of the share capital and voting rights of Schaltbau through on-exchange and off-exchange purchases. In addition, after expiration of the acceptance period, the Bidder has entered into a purchase agreement relating to 50,000 Schaltbau shares, representing approximately 0.49 % of the issued share capital and voting rights of the Company. The transfer of the 50,000 Schaltbau shares to the Bidder has taken place on September 27, 2021. On a fully diluted basis, assuming a full conversion of all outstanding mandatory convertible bonds, the number of Schaltbau shares currently tendered and acquired amounts to 74.8% of the share capital and voting rights of Schaltbau.

The remaining Schaltbau shareholders will now have a time-limited additional opportunity to accept the Offer and realize an immediate and full value of their shares. In accordance with the German Securities Acquisition and Takeover Act (WpÜG), shareholders who have not yet tendered their shares can accept the Offer by tendering their Schaltbau shares during the additional acceptance period at the highly attractive offer price of EUR 53.50 in cash per share. The additional acceptance period begins on September 28, 2021 and ends at midnight (CEST) on October 11, 2021.

In their reasoned statement pursuant to Section 27 WpÜG, the Executive Board and the Supervisory Board of Schaltbau recommend that the shareholders of the Company accept the Offer. Both boards have particularly highlighted the financial attractiveness of the Offer. Completion of the Offer remains subject to antitrust and foreign investment control approvals.

In order to tender their shares, Schaltbau shareholders must submit a corresponding declaration in written or electronic form to their depositary bank. Further information on this can be found in the offer document.

The Offer is made on and subject to the terms and conditions set out in the offer document. 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 an English convenience translation 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.