Adhoc: Kontron AG, Linz/Austria acquires around 59% of KATEK SE shares through its wholly owned German subsidiary – mandatory offer planned for outstanding shareholders

  • Around 59.4% of shares acquired from PRIMEPULSE SE, the majority shareholder of KATEK
  • Purchase realised by German subsidiary Kontron Acquisition GmbH
  • Delisting of KATEK SE planned
  • Plans to grow the KATEK business by upgrading the products with Kontron IoT technology and software
  • Kontron AG ends its ongoing share buyback program

Linz, 18 January 2024 – Today, Kontron AG concluded a share purchase agreement with PRIMEPULSE SE through its subsidiary Kontron Acquisition GmbH for the acquisition of 8,587,138 shares (= approx. 59.4%) of KATEK SE, listed in the prime market in Frankfurt. The purchase price per share amounts to EUR 15.00.

The execution of the share purchase agreement is still subject to conditions precedent, in particular the issuance of the necessary antitrust approvals, and is expected to be completed by March 2024. After completing the acquisition of the shares and gaining control over KATEK SE, Kontron Acquisition GmbH will publish a mandatory offer to shareholders of KATEK SE following the provisions of the Securities Acquisition and Takeover Act.

In addition, Kontron Acquisition GmbH is aiming to delist KATEK SE from the regulated market of the Frankfurt Stock Exchange after gaining control, whereby it plans to simultaneously structure the mandatory offer as a delisting acquisition offer. Kontron Acquisition GmbH is working with Bafin (Federal Financial Supervisory Authority) to verify whether, as part of the offer, treasury shares of the listed Kontron AG, which have been acquired through previous share buyback programs, can be offered as a voluntary alternative consideration. The share buyback program ends today. There are no plans for a capital increase at Kontron. The Chairman of the Supervisory Board Klaus Weinmann and the other Supervisory Board member Markus Saller will resign from their positions promptly after closing of the share purchase agreement.

With the execution of the share purchase agreement, the previously announced guidance for 2024 of Kontron will be increased to EUR 1.9bn in revenue (depending on the time of consolidation) and EUR 100m net profit.

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