029 Group SE

M&A Activity • Feb 6, 2020

News Details

Takeover Bids | 6 February 2020 21:10

Takeover Offer;

Target company: RENK Aktiengesellschaft; Bidder: SCUR-Alpha 1138 GmbH (künftig: Rebecca BidCo 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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Supplement to the publication of the decision to make a voluntary public

takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to

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

the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz)

Bidder:

SCUR-Alpha 1138 GmbH (in future: Rebecca BidCo GmbH)

c/o Triton Beratungsgesellschaft GmbH

Schillerstraße 20

60313 Frankfurt am Main

Germany

registered with the commercial register of the local court of Munich under

register number HR B 253889

Target:

RENK Aktiengesellschaft

Gögginger Straße 73

86159 Augsburg

Germany

registered with the commercial register of the local court of Augsburg

under register number HR B 6193

WKN: 785000 / ISIN: DE0007850000

On 30 January 2020, SCUR-Alpha 1138 GmbH (in future: Rebecca BidCo GmbH)

(the Bidder) announced its decision to launch a voluntary public takeover

offer to all shareholders (the RENK Shareholders) of RENK

Aktiengesellschaft (RENK AG) to acquire their bearer shares with no-par

value in RENK AG, each representing a pro-rata amount of the share capital

of EUR 2.56 per share (the RENK Shares), against payment of a cash

consideration (the Takeover Offer) to be determined in accordance with

Section 31 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – WpÜG) and Sections 3 et seqq. of

the WpÜG Offer Ordinance (WpÜG-Angebotsverordnung).

Today, BaFin informed the Bidder that the applicable weighted average

domestic stock exchange price of the RENK Shares during the last three

months prior to the publication of the decision to launch the Takeover

Offer, i.e. up to and including 29 January 2020, equals EUR 106.20 and that

it is therefore valid as the minimum price pursuant to Section 5 para. 1

WpÜG Offer Ordinance for the offer price to be determined in the offer

document.

The consummation of the Takeover Offer will be subject to certain customary

offer conditions which will in particular include receipt of merger control

and other regulatory clearances.

The offer document (in the German language and a non-binding English

translation) containing the detailed terms and conditions of the Takeover

Offer, as well as further information relating thereto, will be published

by the Bidder following permission by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht –

BaFin) at the Bidder’s website http://rebecca-angebot.de. In addition,

there will be an announcement of the publication of the offer document in

the German federal gazette (Bundesanzeiger).

The Takeover Offer will be made on and subject to the terms and conditions

set out in the offer document, however, the Bidder reserves the right, to

the extent permissible by law, to deviate from the described parameters.

Further Information on the transaction:

For further information on the transaction, please refer to the publication

of the decision to make the Takeover Offer of 30 January 2020.

Important Notice:

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

offer to sell shares in RENK 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 following permission by the

BaFin to publish the offer document. Investors and holders of shares in

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

documents regarding the Takeover Offer when they become available, as they

will contain important information.

The Takeover Offer will be published exclusively under the laws of the

Federal Republic of Germany and certain applicable provisions of U.S.

takeover laws. Any contract concluded on the basis of the Takeover Offer

will be exclusively governed by the laws of the Federal Republic of Germany

and is to be interpreted in accordance with such laws.

Frankfurt am Main, 6 February 2020

SCUR-Alpha 1138 GmbH (in future: Rebecca BidCo GmbH)

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Noted: Regulated market in Munich; open market (Freiverkehr) in Berlin,

Frankfurt am Main and Stuttgart

End of WpÜG announcement

The 06.02.2020 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt in München, Freiverkehr in Berlin, Frankfurt,

Hamburg, Stuttgart und Tradegate Exchange