029 Group SE

M&A Activity • Jan 30, 2020

News Details

Takeover Bids | 30 January 2020 23:33

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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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) has decided 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). The cash consideration will 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).

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:

The Bidder is a company indirectly held by investment funds which comprise

the Triton Fund V.

Today the Bidder and Volkswagen Vermögensverwaltungs-GmbH, Wolfsburg,

Germany, the parent of RENK AG, entered into a share purchase agreement

(the SPA) for the acquisition and the transfer of all 5.320.000 RENK Shares

currently held by Volkswagen Vermögensverwaltungs-GmbH (representing 76.00%

of the share capital and the voting rights of RENK AG) against payment of a

purchase price of EUR 97.80 per sold RENK Share, which is subject to

adjustments in relation to dividends. If the transactions contemplated

under the SPA are consummated (the Closing) prior to the annual general

meeting of RENK AG in 2020 resolving on the dividend for the fiscal year

2019 of RENK AG (the Dividend 2019), the purchase price payable under the

SPA will be increased by an amount of EUR 2.20 per sold RENK Share. On the

other hand, if Closing takes place after the annual general meeting of RENK

AG in 2020 and a Dividend 2019 is resolved in an amount other than EUR 2.20

per RENK Share, this will result in a corresponding reduction or increase

of the total purchase price payable by the Bidder for the RENK Shares sold

under the SPA. Such reduction or increase will equal the product of the

amount by which the Dividend 2019 exceeds or falls short of EUR 2.20 per

RENK Share, as the case may be, and the total number of RENK Shares sold

under the SPA.

The closing of the SPA is also subject to closing conditions that

correspond to the aforementioned offer conditions under the Takeover Offer.

In addition, the Bidder and RENK AG today entered into an investment

agreement which contains the principal terms and conditions of the Takeover

Offer as well as the mutual intentions and understandings relating thereto.

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.

Wolfsburg, 30 January 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 30.01.2020 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