EQS-Ad-hoc: Kontron AG / Keyword(s): Mergers & Acquisitions/Company Takeover Kontron AG: Kontron AG, Linz/Austria, acquires around 59% of the shares of KATEK SE, Munich – mandatory offer via a 100% German subsidiary outstanding shareholders follows January 18, 2024 / 10:10 CET/CEST Publication of insider information in accordance with Article 17 of Regulation (EU) No. 596/2014, transmitted by EQS News – a service of EQS Group AG. The issuer/publisher is responsible for the content of the message. ═════════════════════════════════════════ ═════════ ════════════════════════ • Acquisition of around 59.4% of the shares of the major KATEK shareholder PRIMEPULSE SE • Implementation of the purchase by German subsidiary Kontron Acquisition GmbH • Delisting of KATEK SE planned • Expansion of KATEK’s business by upgrading products with Kontron IoT technology and software • Kontron AG discontinues ongoing share buyback program Linz, January 18, 2024 – Kontron AG today announced through its wholly owned subsidiary Kontron Acquisition GmbH concluded a share purchase agreement with PRIMEPULSE SE for the acquisition of 8,587,138 shares (which corresponds to approximately 59.4%) of KATEK SE, which is listed in the Prime Standard of the Frankfurt Stock Exchange. The purchase price per share is EUR 15.00. The execution of the share purchase agreement is still subject to conditions precedent, in particular the granting of the necessary antitrust approvals, and is expected by March 2024. After completing the acquisition of the shares and gaining control of KATEK SE, Kontron Acquisition GmbH will publish a mandatory offer to the shareholders of KATEK SE in accordance with the provisions of the Securities Acquisition and Takeover Act. In addition, after gaining control, Kontron Acquisition GmbH is aiming to delist KATEK SE from the regulated market of the Frankfurt Stock Exchange, so it is planned to structure the mandatory offer at the same time as a delisting acquisition offer. Kontron Acquisition GmbH is currently examining with Bafin, as part of the offer, its own shares of the listed Kontron AG, which were acquired through previous share buyback programs, as a voluntary alternative consideration. The share buyback program will end today. A capital increase at Kontron is not planned. The chairman of the supervisory board, Klaus Weinmann, and the other member of the supervisory board, Markus Saller, will resign from their positions shortly after the closing of the share purchase agreement. With the completion of the share purchase agreement, the previous guidance communicated by Kontron for 2024 will be increased to EUR 1.9 billion in sales (depending on the time of consolidation) and EUR 100 million in net income. About Kontron Kontron AG ((1) www.kontron.com,www.kontron.com ISIN AT0000A0E9W5, WKN A0X9EJ, KTN) is a leading IoT technology company. For more than 20 years, Kontron has been supporting companies from a wide range of industries in achieving economic goals with intelligent solutions. From automated industrial operations, smarter and safer transportation to advanced communications, medical and energy solutions, the company provides value-added technologies to its customers. Kontron is listed in the SDAX® and TecDAX® of the German stock exchange and employs around 4,700 people in more than 20 countries worldwide. Contact Barbara Jeitler Kontron AG – Investor Relations Tel: +43 (1) 80191 1199 (2)ir@kontron.com
Alexandra Kentros
Kontron AG – Communications
Tel: +49 151 151 9388 149
(3)group-pr@kontron.com Jan Lauer OHG Marketing Profile Tel: +49 (531) 387 33-18 (4)kontron@profil-marketing.com End of insider information ═════════════════════════════════════ ═════ ════════════════════════════════ January 18, 2024 CET/CEST notification transmitted by EQS Group AG.
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═════════════════════════════════════════ ═════════ ════════════════════════ Language: German Company: Kontron AG Industriezeile 35 4020 Linz Austria Telephone: +43 (732) 7664 – 0 Email: ir@kontron.com
Internet: https://www.kontron.com
ISIN: AT0000A0E9W5 WKN: A0X9EJ Indices: SDAX Exchanges: Regulated Market in Frankfurt (Prime Standard); Open market in Berlin, Düsseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange; BX, Vienna Stock Exchange (Vienna MTF) EQS News ID: 1817399 End of message EQS News Service 1817399 01/18/2024 CET/CEST References Visible links 1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=9192758156fc06d3d306dffe0039e9ef&application_id=1817399&site_id=apa_ots_austria&application_name=news
2. and@kontron.com
3. group-pr@counter.com 4. counter@profil-marketing.com