DGAP-Adhoc: SURTECO GROUP SE: Decision to submit a takeover offer by PKG Schürfeld GmbH at the statutory minimum price - pool agreement concluded to exercise 56.51% of the voting rights

SURTECO GROUP SE: Decision to submit a takeover offer by PKG Schürfeld GmbH at the statutory minimum price - pool agreement concluded to exercise 56.51% of the voting rights

Buttenwiesen, 1 March 2021

PKG Schürfeld GmbH (the Bidder) has informed us of its decision to make a voluntary public takeover offer to the shareholders of SURTECO GROUP SE in accordance with § 29 (1) German Securities Acquisition and Takeover Act (WpÜG) against payment of a cash consideration in euros in the amount of the statutory minimum price in accordance with § 31 WpÜG and §§ 3 ff. WpÜG-Offer-Ordinance (the takeover offer). For details, we refer to the publication by PKG Schürfeld GmbH at https://www.schuerfeld-angebot.de.
PKG Schürfeld GmbH announces that the takeover offer will be made in accordance with the provisions to be determined in the offer document for the takeover offer. The offer will be subject to certain merger control approvals and likely other conditions.
PKG Schürfeld GmbH also informs that the offer document for the takeover offer with the detailed conditions and other information on the takeover offer (in German as well as a non-binding translation into English) and other information related to the takeover offer in the Internet under https://www.schuerfeld-angebot.de to be published.
The offer document for the takeover offer will also be published by means of a notice in the Federal Gazette (Bundesanzeiger) and be available on the website of the Federal Financial Supervisory Authority (BaFin).

Furthermore, PKG Schürfeld GmbH has informed us that the Bidder has concluded a pool agreement with the other members of the Schürfeld Group and other parties with regard to their respective voting rights from SURTECO Shares (SURTECO Pool). The number of pool-linked SURTECO shares (from the time the SURTECO pool came into effect) is 8,762,068 (approx. 56.51% of the share capital of SURTECO GROUP SE). The entry into force of the SURTECO pool (including with regard to the coordinated exercise of voting rights at SURTECO GROUP SE) is subject to the conditions precedent

- the granting of certain merger control approvals that have not yet been applied for or issued; and

- the full completion of the takeover offer.

Once the SURTECO Pool comes into force, the Bidder, the other members of the Schürfeld Group and the other SURTECO Pool members as well as their respective directly or indirectly controlling shareholders would have direct or indirect control over SURTECO GROUP SE within the meaning of § 35 Paragraph 1 WpÜG (mutual attribution of voting rights pursuant to § 30 (1) and (2) WpÜG).

The management board and the supervisory board of SURTECO GROUP SE will comment separately on the announced takeover offer and in particular on the consideration offered to the shareholders of SURTECO GROUP SE in such an offer after the offer document is available.

Contact:
Martin Miller
Investor Relations
[email protected]
+49 (0)8274 9988-508