VOLTAGE BIDCO GMBH Carlyle announces intention to launch voluntary public takeover offer for Schaltbau

Directive transparence : information réglementée

07/08/2021 11:08

DGAP-News: Voltage BidCo GmbH / Key word(s): Offer/Takeover
Carlyle announces intention to launch voluntary public takeover offer for Schaltbau

07.08.2021 / 11:08
The issuer is solely responsible for the content of this announcement.

Carlyle announces intention to launch voluntary public takeover offer for Schaltbau

  • Highly attractive cash offer of EUR 53.50 per share, representing a premium of 32% to the closing price of Schaltbau shares on August 06, 2021 as well as a premium of 44% to the three-month volume-weighted average share price
  • Carlyle and Schaltbau have signed an investment agreement and the Executive Board of Schaltbau supports the offer
  • Carlyle has secured irrevocable undertakings from shareholders representing approximately 69% of the total share capital of Schaltbau to tender their shares into the offer
  • Carlyle will support the management of Schaltbau to further execute and accelerate its transformation and growth strategy to the benefit of all stakeholders

Munich, August 7, 2021. - Voltage BidCo GmbH (the "Bidder"), a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle"), today announced its intention to launch a voluntary public cash takeover offer (the "Offer") for all outstanding shares of Schaltbau Holding AG ("Schaltbau" or the "Company").

Schaltbau is a leading technology supplier for rolling stock, rail infrastructure, road vehicles and other industrial applications. The Company is a key technology partner for safe and sustainable mobility and energy solutions and widely recognized for its global leadership in DC (direct current) technology.

Carlyle will offer shareholders of Schaltbau a cash consideration of EUR 53.50 per share. The offer price represents a highly attractive premium of 32% to the XETRA closing share price of Schaltbau on August 6, 2021, the last trading day prior to the announcement of the intention to launch the Offer, and a premium of 44% to the volume-weighted average share price during the three months prior to the announcement of the intention to launch the Offer. At the offer price, the entire fully diluted share capital of Schaltbau will be valued at EUR 584 million representing an enterprise value of EUR 709 million.

Carlyle has already secured irrevocable undertakings from shareholders of Schaltbau, representing in the aggregate approximately 69% of the total share capital of Schaltbau on a fully diluted basis, which have committed to tender their existing shares into the Offer and to also accept the Offer for all converted shares they receive upon conversion of the mandatory convertible bonds issued by Schaltbau and currently held by them.

Completion of the Offer will be subject to antitrust and foreign investment control approvals as well as further customary conditions.

Executive Board of Schaltbau supports the Offer

Schaltbau and Carlyle have signed an investment agreement which sets out the terms and conditions of the Offer. The Executive Board of Schaltbau intends, subject to review of the published offer document and its fiduciary duties, to support the Offer and believes that the transaction is in the best interest of the Company, its shareholders, employees, customers and other stakeholders.

Dr Friedel Drees, Managing Director at Carlyle, commented: "We are delighted that the Executive Board of Schaltbau has decided to support our offer. This is a clear confirmation that a partnership with Carlyle is the right step at the right time for the Company. Carlyle will support Schaltbau to drive growth in its core business and to capture additional opportunities based on its leading technological know-how and unique customer focus. We have great respect for the excellent capabilities of the company and the deep expertise of its employees. At the same time, we are presenting shareholders the unique opportunity to realize significant additional value now by accepting our highly attractive cash offer."

Schaltbau and Carlyle: A partnership for growth

Carlyle believes that Schaltbau is a Company of high quality with strong positions and leading expertise in its core markets. Following a period of strategic realignment and subdued growth, the current management team has set the Company on the right course of transformation and focused expansion to capture growth opportunities across several markets. In this situation, Carlyle will provide additional support and resources to accelerate organic growth and investments in innovation and R&D. To reinforce the position of Schaltbau as a global industry leader, Carlyle will work closely with the existing management team to further drive the transformation and growth plan and provide additional financial support and relevant networks.

Carlyle will also leverage its proven industry expertise and significant experience to the benefit of the Company. The industrial sector is traditionally one of the key investment areas of Carlyle. The firm has deployed more than USD 22 billion of equity invested in 82 transactions across the general industrial sector and developed deep industry knowledge across various segments as well as an unparalleled network of industry experts. In March 2021, Carlyle completed the acquisition of German industrial gears manufacturer Flender from Siemens.

Full commitment to be a responsible owner and partner to all stakeholders

Carlyle is fully committed to be a responsible owner and reliable partner to the management and employees as well as all other stakeholders of Schaltbau. The firm values trusting relationships to all stakeholders and has a track record in working constructively with workforce representatives. With regard to Schaltbau, Carlyle fully appreciates that the deep-rooted German heritage as well as the strong engineering- and technology-driven culture of Schaltbau have been major drivers of the Company's success over the past decades. The firm will work closely with the leadership team and the employees to ensure that these factors remain important pillars of the future success of the Company.

Carlyle has secured the financing of the Offer. Macquarie Capital is sole financial advisor and Kirkland & Ellis International LLP is legal advisor to Carlyle.

The Offer will be made on and subject to the terms and conditions set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Following such permission by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The offer document (once available) and other information relating to 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.

Macquarie Capital France SA ("Macquarie Capital") is authorised and regulated by the Contrôle Prudentiel et de Résolution and the Autorité des Marchés financiers and is regulated in Germany by BaFin. Macquarie Capital is acting exclusively for Carlyle and no other person in connection with the Offer and will not be responsible to anyone other than Carlyle for providing the protections afforded to its clients nor for providing advice to any person in relation to the Offer or any other matter referred to in this announcement.

07.08.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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