EQS-Adhoc: va-Q-tec AG: Prospective amount of cash settlement and compensation under the planned domination and profit and loss transfer agreement

Würzburg, 10 July 2023. va-Q-tec AG (ISIN DE0006636681 / WKN 663668, the “Company”) was informed today by its major shareholder, Fahrenheit AcquiCo GmbH, a holding company controlled by EQT Private Equity, that in the context of the domination and profit and loss transfer agreement currently under negotiation between Fahrenheit AcquiCo GmbH as the controlling company and the Company as the controlled company, it proposes a severance payment pursuant to Section 305 of the German Stock Corporation Act (AktG) of EUR 21.80 per va-Q-tec share. Furthermore, it proposes an annual compensation amount pursuant to Section 304 AktG of EUR 1.18 gross, less the corporation tax (including solidarity surcharge) to be paid by va-Q-tec AG on this amount. On the basis of the current corporation tax rate (including solidarity surcharge), this would result in a compensation amount of EUR 1.16 per va-Q-tec share. The Company considers the proposed amount of the severance payment and the annual compensation amount to be appropriate and consequently concurs with the proposals of Fahrenheit AcquiCo GmbH regarding the amount of the severance payment pursuant to Section 305 AktG and the annual compensation amount pursuant to Section 304 AktG.

The proposed amount of the severance payment and the annual compensation amount were determined by Fahrenheit AcquiCo GmbH on the basis of the preliminary findings of an expert opinion prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Eschborn (“EY”). EY had been jointly engaged as an independent expert by the Company’s management board and the managing board of Fahrenheit AcquiCo GmbH to determine an appropriate amount for the severance payment and an annual compensation amount in the context of the intended conclusion of a domination and profit and loss transfer agreement. The appropriateness of the severance payment and annual compensation amounts also forms the subject of the audit by the contract auditor Ebner Stolz GmbH & Co. KG, Cologne (“Ebner Stolz”) selected and appointed by the court at the joint request of the Company’s management board and the managing board of Fahrenheit AcquiCo GmbH. To this extent, a reservation still exists insofar as this audit has not yet been completed.

The severance amount proposed by the major shareholder and accepted by the Company, subject to the submission of the final opinion by EY and the final audit report by Ebner Stolz, in accordance with Section 305 AktG thereby stands both below the announced offer price of EUR 26.00 per va-Q-tec share for the delisting tender offer to the Company’s shareholders announced by Fahrenheit AcquiCo GmbH on 30 June 2023, and also below the Xetra closing price of the va-Q-tec share on 7 July 2023, the last trading day prior to this announcement, of EUR 26.65 per va-Q-tec share.

The management board and supervisory board intend to make a final decision concerning the determination after submission of the final opinion by EY and the final audit report by Ebner Stolz concerning the appropriate severance payment and compensation amounts. Subsequently, the Company’s general meeting scheduled for 29 August 2023 is to decide concerning the approval of the draft domination and profit and loss transfer agreement.

+++END OF THE AD HOC ANNOUNCEMENT+++

IR contact

va-Q-tec AG
Felix Rau
Phone: +49 931 35942 – 2973
Email: Felix.Rau@va-Q-tec.com

cometis AG
Claudius Krause
Phone: +49 611 - 20 585 5-28
Email: krause@cometis.de

About va-Q-tec  

va-Q-tec is a pioneer in highly efficient products and solutions in the area of thermal insulation and TempChain logistics. The company develops, produces and markets highly efficient and consequently thin vacuum insulation panels (VIPs), as well as phase change materials (PCMs) for reliable and energy-efficient temperature controlling. va-Q-tec deploys this key thermal technology in order to produce passive thermal packaging systems (containers and boxes) that maintain constant temperatures, depending on type, for up to 200 hours without external energy input. In order to implement temperature-sensitive logistics chains, va-Q-tec – within a global partner network – operates a fleet of rental containers and boxes meeting demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility. The high-growth company, which was founded in 2001, is based in Würzburg, Germany.

Further information: www.va-q-tec.com,

Follow va-Q-tec on Twitter: @vaQtec, LinkedIn: linkedin.com/company/va-Q-tec 

1676511  10-Jul-2023 CET/CEST