029 Group SE

M&A Activity • Oct 10, 2019

News Details

Takeover Bids | 10 October 2019 08:42

Takeover Offer;

Target company: PNE AG; Bidder: Photon Management 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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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO

OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION

WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 IN CONJUNCTION WITH

SEC. 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT

(WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)

Bidder:

Photon Management GmbH

Thurn-und Taxis-Platz 6

60313 Frankfurt am Main

Germany

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

Frankfurt am Main under HRB 116519

Target Company:

PNE AG

Peter-Henlein-Straße 2-4

27472 Cuxhaven

Germany

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

Tostedt under HRB 110360

ISIN: DE000A0JBPG2

The offer document will be published on the Internet once such publication

has been approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) at:

http://www.photon-angebot.de

Information on the Bidder

On October 10, 2019, Photon Management GmbH (the ‘Bidder’), with its

registered office in Frankfurt am Main, Germany, an indirect wholly-owned

subsidiary of funds managed and advised by Morgan Stanley Infrastructure

Inc., Wilmington, Delaware, USA, decided to submit a voluntary public

takeover offer in the form of a cash offer to the shareholders of PNE AG

(the ‘Company’), with its registered office in Cuxhaven, Germany, to

acquire all registered no-par value shares in the Company, each with a

notional interest in the share capital of EUR 1.00 (ISIN DE000A0JBPG2).

For each share of the Company tendered to the Bidder, the Bidder will offer

EUR 4.00 in cash as consideration, subject to the final determination of

the minimum price and the final determination in the offer document.

The public takeover offer will be made in accordance with the terms and

conditions set forth in the offer document. This includes reaching a

minimum acceptance threshold of 50% of the share capital of the Company

plus one share (without treasury shares). In addition, the public takeover

offer will be made subject to customary closing conditions, including,

inter alia, required antitrust clearances. To the extent legally

permissible, the Bidder reserves the right to deviate in the final terms of

the offer document from the information described herein.

Today, the Bidder entered into an investment agreement with the Company,

which governs the key terms of the takeover offer and the mutual intentions

and objectives with regard to future collaboration. On the basis of the

investment agreement, the Company’s management board and supervisory

support the planned offer.

The Bidder has entered into a sale and purchase agreement to acquire

approximately 11% of PNE’s total share capital from PNE’s largest investor

group, thereby already securing the corresponding stake for the planned

offer upon this announcement.

The offer document will be available on the Internet at http://www.photon-

angebot.de after the approval of the publication has been granted by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht). The period for the acceptance of the

takeover offer will be published on the same website.

Important Notice:

This announcement is for information purposes only and neither constitutes

an invitation to sell, nor an offer to purchase, securities of the Company.

The final terms and further provisions regarding the public takeover offer

will be disclosed in the offer document after its publication has been

approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally

permissible, the Bidder reserves the right to deviate in the final terms of

the public takeover offer from the basic information described herein.

Investors and holders of securities of the Company are strongly recommended

to read the offer document and all announcements in connection with the

public takeover offer as soon as they are published, since they contain or

will contain important information.

The offer will be made exclusively under the laws of the Federal Republic

of Germany, especially under the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions

of the securities laws of the United States of America applicable to cross-

border tender offers. The offer will not be executed according to the

provisions of jurisdictions other than those of the Federal Republic of

Germany or the United States of America (to the extent applicable). Thus,

no other announcements, registrations, admissions or approvals of the offer

outside of the Federal Republic of Germany have been filed, arranged for or

granted. Investors in, and holders of, securities in the Company cannot

rely on having recourse to provisions for the protection of investors in

any jurisdiction other than the provisions of the Federal Republic of

Germany or the United States of America (to the extent applicable). Subject

to the exceptions described in the offer document as well as any exemptions

that may be granted by the relevant regulators, a public takeover offer

will not be made, neither directly nor indirectly, in jurisdictions where

to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly

or indirectly acquire further shares outside the offer on or off the stock

exchange. If such further acquisitions take place, information about such

acquisitions, stating the number of shares acquired or to be acquired and

the consideration paid or agreed on, will be published without undue delay,

if and to the extent required by the laws of the Federal Republic of

Germany or any other relevant jurisdiction.

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’ or similar expressions. Such statements express the intentions,

opinions or current expectations and assumptions of the Bidder and the

persons acting together with the Bidder. Such forward-looking statements

are based on current plans, estimates and forecasts, which the Bidder and

the persons acting together with the Bidder 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 the Bidder or the

persons acting together with the Bidder. These expectations and forward-

looking statements can turn out to be incorrect and the actual events or

consequences may differ materially from those contained in or expressed by

such forward-looking statements. The Bidder and the persons acting together

with the Bidder do not assume an obligation to update the forward-looking

statements with respect to the actual development or incidents, basic

conditions, assumptions or other factors.

Frankfurt am Main, October 10, 2019

Photon Management GmbH

End of WpÜG announcement

The 10.10.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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