EQS-News: SWOCTEM GmbH publishes voluntary public takeover offer for shares of Klöckner & Co SE

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, WITHIN, OR FROM ANY COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE IN VIOLATION OF THE RELEVANT LAWS OF SUCH COUNTRY.

SWOCTEM GmbH publishes voluntary public takeover offer for shares of Klöckner & Co SE

• Offer document approved by the German Federal Financial Supervisory Authority (BaFin)
• Cash offer price in the amount of 9.75 Euro per share of Klöckner & Co SE complies with the statutory requirements
• Shareholders of Klöckner & Co SE can tender their shares from today until April 25, 2023, 24:00 (local time Frankfurt am Main) resp. 18:00 (local time New York)

March 27, 2023 – SWOCTEM GmbH, 100 % of whose shares are directly held by Prof. Dr.-Ing. E.h. Friedhelm Loh has published today, the offer document related to the voluntary public takeover offer to acquire all no-par value registered shares of Klöckner & Co SE not already held directly by SWOCTEM GmbH following the approval by the German Federal Financial Supervisory Authority (BaFin).

Shareholders of Klöckner & Co SE can tender their shares from today until April 25, 2023, 24:00 (local time Frankfurt am Main) resp. 18:00 (local time New York). The cash offer price in the amount of 9.75 Euro per share of Klöckner & Co SE complies with the statutory requirements. The offer does not contain a minimum acceptance threshold.

The closing of the offer is subject to certain conditions, including, amongst others, antitrust and other regulatory clearances, and further customary conditions. In particular, a "market MAC" clause is included, according to which the offer lapses if the SDAX falls by more than 15 % on three consecutive trading days during the acceptance period below the closing price of the SDAX on the last trading day prior to the day of publication of the decision to make the public takeover offer, i.e., below a threshold of the SDAX of 11,286.75 points.

The offer document for the offer (in German and as a non-binding translation in English) and other information in connection with the offer are published on the internet at https://www.offer-swoctem.com

Important Notice:

This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell shares in Klöckner & Co SE (“Klöckner Shares”). An offer to acquire Klöckner Shares is made solely on the basis of the rules and provisions contained in the offer document. The publication of the offer document has been approved today by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”). Investors and shareholders of Klöckner & Co SE are strongly advised to read the offer document and all other documents relating to the offer carefully as they contain important information.

The offer will be governed exclusively by the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America (the “United States“). Any contract formed by acceptance of the offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany.

Shareholders of Klöckner & Co SE whose place of residence, incorporation, or habitual abode is in the United States should note that the offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act“), and the shares of which are not registered under Section 12 of the Exchange Act. The offer is being made in the United States in reliance on the Tier II exemption from certain requirements of the Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the offer is subject to the securities laws of the United States, such laws only apply to shareholders of Klöckner & Co SE whose place of residence, incorporation, or habitual abode is in the United States, so no other person has any claims under such laws.

It may be difficult for shareholders of Klöckner & Co SE whose place of residence, incorporation, or habitual abode is outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since Klöckner & Co SE is organized under the laws of the Federal Republic of Germany and registered with a commercial register maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant shareholder of Klöckner & Co SE. Shareholders of Klöckner & Co SE may not be able to sue in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of a shareholder of Klöckner & Co SE.

SWOCTEM GmbH and its affiliates or brokers (acting as agents of SWOCTEM GmbH or its affiliates, if any) may, to the extent permitted by applicable laws or regulations, directly or indirectly acquire shares in Klöckner & Co SE or enter into agreements to acquire shares outside of the offer before, during or after the term of the offer. This also applies to other securities convertible into, exchangeable for or exercisable for shares of Klöckner & Co SE. These purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms. If such purchases or agreements to purchase are made, they will be made outside the United States and will comply with applicable law, including, to the extent applicable, the Exchange Act. All information regarding such purchases will be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on the website of SWOCTEM GmbH at https://www.offer-swoctem.com. To the extent that information on such purchases or purchase agreements is published in Germany, such information shall also be deemed to be publicly disclosed in the United States. In addition, the financial advisors of the Bidder may also act in the ordinary course of trading in securities of Klöckner & Co SE, which may include purchases or agreements to purchase such securities.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume”, “consider” and similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of SWOCTEM GmbH and the persons acting together with it. Such forward-looking statements are based on current plans, estimates and forecasts, which SWOCTEM GmbH and the persons acting together with it have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by SWOCTEM GmbH or the persons acting together with it. It should be kept in mind that actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.

About SWOCTEM GmbH:

SWOCTEM GmbH, based in Haiger, Hesse, serves to hold and manage domestic and foreign corporate investments. The sole shareholder is Prof. Friedhelm Loh.

Contact:

SWOCTEM GmbH I Rudolf-Loh-Straße 1 I 35708 Haiger

registered with the commercial register of the local court (Amtsgericht) of Wetzlar, Germany,

under HRB 3483

Media Contact:

Alexander Schmidt

Gauly Advisors

[email protected]

M +49 151 22 939 765