Südzucker AG: Decision to submit a tender offer (Section 10 para. 1 WpÜG)

Tender offer / Target company: CropEnergies AG; Bidder: Südzucker AG

Mannheim (pta042/19.12.2023/19:05 UTC+1) - Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

Publication of the decision to submit a public delisting tender offer pursuant Section 10 para. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) in conjunction with Section 39 para. 2) sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz - BörsG)

Bidder:

Südzucker AG
Maximilianstraße 10
68165 Mannheim
Germany

registered with the commercial register of the local court of Mannheim under HRB 42

ISIN DE0007297004

Target:

CropEnergies AG
Maximilianstraße 10
68165 Mannheim
Germany

registered with the commercial register of the local court of Mannheim under HRB 700509

ISIN DE000A0LAUP1

Information by the Bidder:

Today, Südzucker AG (the "Bidder") has decided to submit a public delisting tender offer pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash consideration to the shareholders of CropEnergies AG (the "Company"), to acquire all no-par value bearer shares of the Company not yet directly held by the Bidder (the "Delisting Offer"), each with a notional interest in the share capital of the Company of EUR 1.00 (ISIN DE000A0LAUP1) (the "CropEnergies Shares").

The Bidder currently holds 60,368,294 CropEnergies Shares corresponding to approximately 69.19 % of the Company's share capital. The 4,251,400 CropEnergies shares directly held by Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG (SZVG) (corresponding to approximately 4.87 % of CropEnergies' share capital) were acquired by the Bidder today, increasing the Bidder's shareholding in the Company to 74.06 %.

For each tendered CropEnergies Share the Bidder will, subject to the final determination of the minimum price and the final terms and conditions set forth in the offer document, offer a cash consideration in the amount of EUR 11.50. This includes a premium of EUR 4.71 or 69.37 % on the closing price of the CropEnergies share on the day before this announcement.

Today, the Bidder has agreed with the Company, subject to customary reservations, that the Company will apply for the revocation of the admission to trading of the CropEnergies Shares on the regulated market prior to the expiration of the acceptance period of the Delisting Offer.

Following the approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin), the offer document for the Delisting Offer (in German and a non-binding English translation) containing the detailed terms and other information relating to the Delisting Offer, respectively, will be published by the Bidder on the internet at www.powerofplants-offer.com.

Important Notice:

This announcement merely serves information purposes and neither represents an offer to purchase or sell nor a solicitation of an offer to purchase or sell shares of CropEnergies AG. The definite terms and conditions of the Delisting Offer, as well as further provisions concerning the Delisting Offer, will be published in the offer document following the approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). The Bidders reserves the right, to the extent legally permissible, to deviate from the basic terms presented herein in the final terms and conditions of the Delisting Offer. Investors and holders of CropEnergies Shares are strongly advised to read the offer document and all other documents regarding the Delisting Offer when they become available, as they will contain important information. Where appropriate, it is furthermore recommended to seek independent advice in order to receive a competent assessment regarding the contents of the offer document and the Delisting Offer.

The Delisting Offer relates to shares of a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer as well as to certain provisions of the securities laws of the United States of America applicable to cross-border takeover offers. Any contract concluded on the basis of the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permitted by applicable law and in accordance with German market practice, the Bidder, its affiliates or brokers acting on behalf of the Bidder may directly or indirectly acquire shares of CropEnergies AG or enter into agreements to do so outside the Delisting Offer before, during or after the period in which the offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of CropEnergies AG. These purchases may be completed on the stock exchange at market prices or outside the stock exchange at negotiated terms. If such purchases or arrangements to purchase are made, they will be made outside the United States and will comply with applicable law. All information regarding such purchases will be published to the extent required by the laws of the Federal Republic of Germany or of any other relevant jurisdiction.

Mannheim, 19 December 2023

Südzucker AG

Type of publication:
Decision to place a takeover offer (§ 10 Abs. 1 WpÜG)

Bidder:
Südzucker AG
Maximilianstraße 10
68165 Mannheim

Target company:
CropEnergies AG
DE000A0LAUP1

Publication information:
Day of decision: 19.12.2023
Document with offer in the internet:
www.powerofplants-offer.com

Rate of votes:
refer to publication text

(end)

Emitter:	Südzucker AG Maximilianstraße 10 68165 Mannheim Germany
Contact Person:	Nikolai Baltruschat
Phone:	+49 621 - 421-843
E-Mail:	investor.relations@suedzucker.de
Website:	www.suedzuckergroup.com
ISIN(s):	DE000A0LAUP1 (Target company)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate