029 Group SE

M&A Activity • Jan 28, 2015

News Details

Takeover Bids | 28 January 2015 09:59

Takeover Offer;

Target company: DATA MODUL Aktiengesellschaft; Bidder: Blitz 14-482 GmbH (künftig: Arrow Central Europe Holding Munich GmbH)

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the decision to make a voluntary public takeover offer

(Übernahmeangebot) pursuant to Section 10 para. 1 in connection with

Sections 29 para. 1 and 34 of the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Bidder:

Blitz 14-482 GmbH (in future: Arrow Central Europe Holding Munich GmbH)

Frankfurter Straße 211

63263 Neu-Isenburg

Germany,

registered in the commercial register of the local court (Amtsgericht) of

Munich under HRB 215582.

Target:

DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen

Systemen

Landsberger Straße 322

80687 Munich

Germany,

registered with the commercial register of the local court (Amtsgericht) of

Munich under HRB 85591.

ISIN DE0005498901 (WKN 549890)

Information provided by the Bidder:

Blitz 14-482 GmbH (in future: Arrow Central Europe Holding Munich GmbH; the

‘Bidder’) has decided today to make an offer to the shareholders of DATA

MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen

Systemen (‘DATA MODUL AG’) to acquire their no-par value bearer shares in

DATA MODUL AG by way of a voluntary public takeover cash offer for EUR

27.50 per share (the ‘Takeover Offer’).

The offer document and further notifications regarding the Takeover Offer

(in German and a non-binding English translation) will be published under

http://www.arrow.com/datamoduloffer after the German Federal Financial

Supervisory Authority (BaFin) has granted permission to publish the offer

document.

Further Information:

The Bidder is a 100% subsidiary of Arrow Electronics GmbH & Co. KG,

Neu-Isenburg and therefore an indirect 100% subsidiary of Arrow

Electronics, Inc., Centennial, USA (‘Arrow’) and part of the Arrow group of

companies. The Bidder has secured a total of 1,317,399 shares in DATA MODUL

AG (approximately 37.36% of the share capital of DATA MODUL AG) by entering

into the following agreements:

On January 28, 2015, the Bidder entered into a purchase agreement with

Varitronix Investment Limited, British Virgin Islands / Hong Kong, Peter

Hecktor and further shareholders of DATA MODUL AG (‘Purchase Agreement’) on

the acquisition of a total of 1,206,631 shares in DATA MODUL AG, i.e.

approximately 34.22% of the share capital of DATA MODUL AG, for EUR 27.50

per share. The closing of the Purchase Agreement is subject to certain

conditions precedent. Two further shareholders of DATA MODUL AG committed

themselves to accept the Takeover Offer for the total of 110,768 shares in

DATA MODUL AG held by them (approximately 3.14% of the share capital of

DATA MODUL AG).

The Takeover Offer shall be subject to the terms and conditions still to be

disclosed in the offer document. The closing of the Takeover Offer and of

the Purchase Agreement shall, inter alia, be subject to certain merger

clearances and the acquisition of a minimum participation of 75% of the

nominal share capital.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares in DATA MODUL AG. The definite terms and conditions of

the Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document only after the German

Federal Financial Supervisory Authority (BaFin) has granted permission to

publish the offer document. Investors and holders of shares in DATA MODUL

AG are strongly advised to read the offer document and all other documents

published in connection with the Takeover Offer when they become available,

since they will contain important information.

Neu-Isenburg, January 28, 2015

Blitz 14-482 GmbH (in future: Arrow Central Europe Holding Munich GmbH)

Board of Directors

End of WpÜG announcement

The 28.01.2015DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Media archive at www.dgap-medientreff.de and www.dgap.de

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