029 Group SE

M&A Activity • May 29, 2018

News Details

Takeover Bids | 29 May 2018 17:27

Takeover Offer;

Target company: GRAMMER Aktiengesellschaft; Bidder: Jiye Auto Parts 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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Jiye Auto Parts GmbH

Publication of the decision to launch a public takeover offer in accordance

with § 10 para. 1 sentence 1 in conjunction with § 29 para. 1 and § 34 of

the German Securities Acquisition and Takeover Act

Bidder:

Jiye Auto Parts GmbH

c/o Jifeng Automotive Interior GmbH

Steigweg 24

97318 Kitzingen

Germany

registered in the commercial register of the local court of Frankfurt am

Main under HRB 109697.

Target Company:

GRAMMER Aktiengesellschaft

Georg-Grammer-Strasse 2

92224 Amberg

Germany

registered in the commercial register of the local court of Amberg under

HRB 1182.

ISIN DE0005895403 (WKN 589540)

The publication of the offer document will be made on the internet under

http://www.allianceforthefuture.com upon approval by the German Federal

Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht).

Information of the Bidder:

Today Jiye Auto Parts GmbH (the ‘Bidder’), a company affiliated with the

Chinese automotive component supplier Ningbo Jifeng Auto Parts Co. Ltd.

decided to offer to the shareholders of GRAMMER Aktiengesellschaft (the

‘Grammer Shareholders’) by way of a voluntary public takeover offer to

acquire their no-par value bearer shares in GRAMMER Aktiengesellschaft,

each representing a notional amount of EUR 2.56 in the registered share

capital (ISIN DE0005895403) (the ‘Grammer Shares’), against payment of a

cash consideration of EUR 60.00 per Grammer Share (the ‘Takeover Offer’).

The foregoing is subject to the final determination of the minimum price

and the final terms set forth in the offer document.

In addition, the Grammer Shareholders shall benefit from the dividend to be

paid for the financial year 2017, which is expected to be an amount of EUR

1.25 per Grammer Share, resulting in a total consideration of EUR 61.25 per

Grammer Share. In the event the settlement of the Takeover Offer occurs

prior to annual general meeting of GRAMMER Aktiengesellschaft, which will

resolve upon the distribution of profits for the financial year 2017, the

cash consideration will be increased by EUR 1.25 per Grammer Share to EUR

61.25 per Grammer Share. In the event the settlement of the Takeover Offer

occurs after the annual general meeting of GRAMMER Aktiengesellschaft

resolving upon the distribution of profits for the financial year 2017 the

Grammer Shareholders will receive the dividend for financial year 2017 from

GRAMMER Aktiengesellschaft. In the event the annual general meeting does

not resolve a dividend or a dividend which is lower than EUR 1.25 per

Grammer Share, and provided the Takeover Offer is settled, the Bidder will

pay the difference to the amount of EUR 1.25 per Grammer Share to those

Grammer Shareholders who have accepted the Takeover Offer.

The completion of the Takeover Offer will be subject to certain conditions.

These will include, in particular, a minimum acceptance condition of 50%

(including the 25.56% share held by an affiliate of the Bidder, i.e. JAP

Capital Holding GmbH) of the issued shares of Grammer Aktiengesellschaft

plus one Grammer Share and receipt of necessary antitrust and other

regulatory clearances. Apart from this, the Takeover Offer will be made on

and subject to the terms and conditions yet to be communicated in the offer

document. The publication of the offer document and further information

regarding the public takeover offer on the internet will take place on

http://www.allianceforthefuture.com. Additionally, the publication of the

offer document will be announced in the federal gazette (Bundesanzeiger).

Important information:

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

offer to sell shares. The final terms and further provisions regarding the

Takeover Offer will be disclosed in the offer document after the

publication of the offer document has been approved by the German Federal

Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht). Investors and holders of Grammer Shares are

strongly recommended to read the offer document and all documents in

connection with the public Takeover Offer as soon as they are published,

since they will contain important information.

If this announcement contains forward-looking statements, also with respect

to the Takeover Offer, such statements do not represent facts and are

characterized by words such as ‘will’, ‘expect’, ‘believe’, ‘estimate’,

‘intend’, ‘aim’, ‘assume’ or similar expressions. Such forward-looking

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 do not claim to be

correct in the future. Forward-looking statements are subject to risks,

uncertainties and changes in the accompanying circumstances 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.

Kitzingen, 29 May 2018

Jiye Auto Parts GmbH

Managing Director

End of the WpÜG announcement

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Trading: Grammer shares are traded in the official segment of the Frankfurt

and Munich stock exchanges via the XETRA electronic platform and on the

open market (Freiverkehr) of the stock exchanges in Stuttgart, Berlin and

Hamburg.

End of WpÜG announcement

The 29.05.2018 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 Frankfurt (Prime Standard), München;

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart, Tradegate

Exchange