VOLTAGE BIDCO GMBH Carlyle announces intention to launch Public Delisting Offer for remaining Schaltbau shares

Transparency directive : regulatory news

07/10/2021 09:24

DGAP-News: Voltage BidCo GmbH / Key word(s): Delisting
Carlyle announces intention to launch Public Delisting Offer for remaining Schaltbau shares

07.10.2021 / 09:24
The issuer is solely responsible for the content of this announcement.

Carlyle announces intention to launch Public Delisting Offer for remaining Schaltbau shares

  • Private ownership structure offers Schaltbau a better environment for long-term growth than a stock market listing
  • Offer Price corresponds to consideration of Takeover Offer and will amount to EUR 53.50
  • The Executive Board of Schaltbau declared its willingness to support a delisting that is in the best interest of the Company
  • Planned delisting will adversely affect the ability to trade Schaltbau shares

Munich, 7 October 2021. - Voltage BidCo GmbH ("Voltage BidCo") today announced its intention to launch a public delisting tender offer ("Offer") for all shares of Schaltbau Holding AG ("Schaltbau" or the "Company") for all outstanding shares of Schaltbau Holding AG ("Schaltbau" or the "Company") not already held by Voltage BidCo following the settlement of the takeover offer dated as of 25 August 2021 ("Takeover Offer"). The current additional acceptance period of the Takeover Offer ends on 11 October 2021. Voltage BidCo is a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle").

Carlyle is convinced that the long-term growth strategy can best be achieved after a potential delisting of the Schaltbau shares. In the investment agreement concluded with Carlyle for the Takeover Offer, the Executive Board of Schaltbau has declared its willingness to support a delisting of all Schaltbau shares if this is in the Company's best interest.

Voltage BidCo will offer remaining shareholders of Schaltbau a cash consideration amounting to EUR 53.50 per Schaltbau share which Voltage BidCo expects to correspond to the statutory minimum price. This corresponds to the consideration under the Takeover Offer, which has as of today already been accepted for more than 75% of the Schaltbau shares.

The Offer will be unconditional. The acceptance period will be four weeks. The delisting offer is expected to commence in a timely manner after completion of the current Takeover Offer.

The planned delisting may have extensive and lasting consequences for the Schaltbau shares and remaining shareholders of Schaltbau. Schaltbau shareholders who will not accept the Offer will, after effectiveness of the delisting application, no longer have access to a regulated market for the Schaltbau shares, which may detrimentally affect the ability to trade in Schaltbau shares. Furthermore, it cannot be ruled out that the stock market price for Schaltbau shares will be negatively affected by the application for and the effectiveness of the delisting.

The definite terms of the Offer will be included in the offer document which will be published on the internet following the approval of the publication by BaFin. The acceptance period will begin after publication of the offer document.

The offer document and all other information about the Offer will be published on the following website:


Press Enquiries:

Andrew Kenny, +44 7816 176120, andrew.kenny@carlyle.com
Katharina Gebsattel, +49 172 718 68 57, katharina.gebsattel@vub.de

Lutz Golsch, FTI Consulting, +49 173 6517710, lutz.golsch@fticonsulting.com

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Investment Solutions. With USD 276 billion of assets under management as of June 30, 2021, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs nearly 1,800 people in 27 offices across five continents.

Further information is available at www.carlyle.com.

Follow Carlyle on Twitter @OneCarlyle.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

07.10.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

1238950  07.10.2021 


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