Robau Beteiligungsverwaltung GmbH: Rosenbauer takeover nearing the finish line

Wels (pta011/16.12.2024/10:10 UTC+1)

Rosenbauer takeover nearing the finish line

• Approval already granted by numerous competition authorities, including the EU and USA
• Closing expected in Q1/2025
• Robau submits anticipatory mandatory offer

Robau Beteiligungsverwaltung GmbH ("Robau"), a consortium of Pierer Industrie AG, Mark Mateschitz Beteiligungs GmbH, Raiffeisen Beteiligungsholding GmbH and Invest Unternehmensbeteiligungs AG, has concluded binding agreements on the acquisition of 50.1% of the shares in Rosenbauer International AG ("Rosenbauer"). These include the following:

(i) a purchase and assignment agreement for the acquisition of all shares in RVG NewCo GmbH, which holds 1,710,200 bearer shares in the target company ("Share Acquisition") and

(ii) an obligation to subscribe for 3,400,000 new shares of Rosenbauer to be issued in the due course of a capital increase from the authorised capital ("Capital Increase"). Rosenbauer's share capital is currently divided into 6,800,000 shares.

(iii) As a result, Robau holds 50.1% of Rosenbauer's shares following the Capital Increase and the Share Acquisition.

The implementation of the transaction is subject to regulatory conditions precedent, in particular the clearance of competition authorities, which have already been largely fulfilled.

Clearance by competition authorities

Clearance has already been communicated by the competition authorities for most markets, including the important EU and US markets.

As of today, only the clearance for four countries in the Arab world is missing. The clearances for these pending countries are expected for the first quarter of 2025.

Robau submits anticipatory mandatory offer to the shareholders of Rosenbauer

Once the regulatory clearances have been received, the Capital Increase and the Share Acquisition will be completed, as a result of which Robau will hold 50.1% of Rosenbauer's shares. This will trigger a change of control within the meaning of Austrian takeover law.

In view of this future change of control, the management of Robau resolved to launch a mandatory public anticipatory offer pursuant to section 22 ff Austrian Takeover Act (Übernahmegesetz) to acquire all outstanding no-par value bearer shares of Rosenbauer International AG (ISIN AT0000922554) not owned by the bidder, entities acting in concert with the bidder or shareholders who have waived their right to tender their shares, at an offer price of EUR 35.00 per Rosenbauer share (the "Offer"). The Offer shall be published in January 2025 in accordance with the deadlines under Austrian takeover law after non-prohibition by the Austrian Takeover Commission (Übernahmekommission).

This planned anticipatory mandatory offer is a mandatory offer subject to statutory conditions precedent. These conditions are the currently still outstanding clearances from a few competition authorities, which must be received by the end of the offer period (including the three-month extension period).

(end)