029 Group SE

M&A Activity • Jan 27, 2015

News Details

Takeover Bids | 27 January 2015 17:30

Takeover Offer;

Target company: Vossloh Aktiengesellschaft; Bidder: KB Holding 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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– Convenience Translation –

Amendment to the publication of the decision to make a voluntary public

takeover offer (freiwilliges öffentliches Übernahmeangebot) in accordance

with Section 10 para. 1 and para. 3 in connection with Sections 29 and 34

of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-

und Übernahmegesetz, WpÜG)

Bidder:

KB Holding GmbH

Schlehdornstr. 3

82031 Grünwald

Germany

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

Munich under HRB 122175

Target Company:

Vossloh Aktiengesellschaft

Vosslohstraße 4

58791 Werdohl

Germany

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

Iserlohn under HRB 5292

ISIN: DE 0007667107 (WKN: 766710)

On 20 January 2015, KB Holding GmbH published in accordance with Sec. 10

para. 1 und 3 in connection with Sec. 29 and 34 WpÜG its decision to make a

voluntary public takeover offer to the shareholders of Vossloh

Aktiengesellschaft, Vosslohstraße 4, 58791 Werdohl, Germany, for the

acquisition of all ordinary bearer shares with no par value, each share

representing a proportionate amount of EUR 2.84 in the share capital (the

‘Vossloh-Shares’). KB Holding GmbH further announced that it intends to

offer the payment of a cash consideration per Vossloh-Share in the amount

of the weighted average domestic stock exchange price during the last three

months before the publication of the announcement according to Sec. 10

para. 1 sent. 1 WpÜG pursuant to Sec. 5 para. 1 and 3 of the Regulation on

the Content of the Offer Document, Consideration for Takeover Offers and

Mandatory Offers and the Release from the Obligation to Publish and Issue

an Offer (WpÜG-Angebotsverordnung), as determined by the German Federal

Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht, BaFin) and that this consideration is

expected to be in a range between EUR 48 and 49 per Vossloh-Share.

Today, BaFin informed KB Holding GmbH that the domestic weighted average

stock exchange price of the Vossloh-Shares during the last three months

prior to the publication of the announcement according to Sec. 10 para. 1

sent. 1 WpÜG on 20 January 2015 amounts to EUR 48.50. Therefore, KB Holding

GmbH will offer the payment of a cash consideration of EUR 48.50 per

Vossloh-Share in the voluntary public takeover offer.

The offer will be made subject to the terms and conditions to be stated in

the offer document and will be subject to certain offer conditions.

The offer document and other information regarding the offer will be made

available on the internet at www.velvet-angebot.de.

Further Information

KB Holding GmbH is a wholly-owned subsidiary of TIB Vermögens- und

Beteiligungsholding GmbH, in which Stella Vermögensverwaltungs GmbH holds

the majority of the voting rights. Mr. Heinz Hermann Thiele holds the

majority of the voting rights in Stella Vermögensverwaltungs GmbH.

Important note: This announcement is neither an offer to purchase nor a

solicitation of an offer to sell shares in Vossloh Aktiengesellschaft or

any other security. The offer document and the terms and conditions

contained therein will have sole relevance in respect of the takeover

offer. Investors and shareholders of Vossloh Aktiengesellschaft are advised

to read the relevant documents regarding the takeover offer to be published

by KB Holding GmbH because they will contain important information.

Investors and shareholders of Vossloh Aktiengesellschaft will be able to

receive the offer document as well as other documents in connection with

the takeover offer via the website www.velvet-angebot.de once these

documents are available.

Grünwald, 27 January 2015

KB Holding GmbH

End of WpÜG announcement

The 27.01.2015DGAP 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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