Robau Beteiligungsverwaltung GmbH: Majority takeover of Rosenbauer International by Austrian consortium led by Stefan Pierer

Wels (pta015/01.08.2024/10:00 UTC+2)

Majority takeover of Rosenbauer International by Austrian consortium led by Stefan Pierer

• Acquisition of shares from BVG and capital increase
• Mandatory bid expected to be triggered in the 4th quarter of 2024
• Replacement of the Supervisory Board planned
• Securing the location for the global market leader from Upper Austria

Robau Beteiligungsverwaltung GmbH ("Robau") announces that it has entered into binding agreements to acquire a majority stake in Rosenbauer International AG ("Rosenbauer"). However, the implementation of these binding agreements and acquisition of the controlling interest within the meaning of the Austrian Takeover Act (Übernahmegesetz) are still subject to mandatory regulatory conditions precedent.

In addition to Pierer Industrie AG and Mark Mateschitz Beteiligungs GmbH, Raiffeisen Beteiligungsholding GmbH and Invest Unternehmensbeteiligungs AG are shareholders in Robau. Pierer Industrie assumes industrial leadership in the Robau consortium.

Acquisition of shares from BVG and capital increase

Rosenbauer Beteiligungsverwaltung GmbH ("BVG") currently holds 51% of the shares in Rosenbauer.

Robau will indirectly acquire a Rosenbauer share package of 25.15% from BVG. It was already announced on June 20, 2024 that Robau has undertaken to subscribe to a capital increase of Rosenbauer for EUR 35.00 per new share.

As a result of these two transactions, Robau will hold the majority of shares and thus a controlling interest of 50.1% in Rosenbauer. After their implementation and prior to the execution of the following mandatory bid (Pflichtangebot), the shareholder structure of Rosenbauer will be as follows: Robau 50.10%, BVG 17.23% and free float 32.67%.

Mandatory bid expected to be triggered in the 4th quarter of 2024

Both the capital increase and the indirect acquisition of shares are subject to regulatory conditions precedent, in particular merger control clearance in numerous jurisdictions in and outside Europe. Robau does not expect the conditions precedent to be met until the fourth quarter of 2024 at the earliest.

This will trigger a mandatory bid to acquire all shares in Rosenbauer (ISIN: AT0000922554). The offer price is expected to be EUR 35.00 per Rosenbauer share.

In accordance with the statutory requirements, the mandatory offer will be directed at the acquisition of all shares in Rosenbauer that are not held by Robau or by entities acting in concert with Robau or are held by shareholders who have waived their right to tender shares in the takeover bid.

Further information on any mandatory bid will be published after the conditions precedent have been met in accordance with the statutory requirements.

Replacement of the Supervisory Board planned

Following approval of the takeover by the relevant authorities in the fourth quarter of 2024, it is planned to appoint new shareholder representatives to the Rosenbauer supervisory board. Subject to election by the annual general meeting, Stefan Pierer, Mark Mateschitz, Friedrich Roithner and Gernot Hofer will join the supervisory board. Stefan Wagner will remain on the supervisory board.

Securing the location for the global market leader from Upper Austria

The capital increase of EUR 119 million and the course set following the takeover of control by Robau lay the foundations for Rosenbauer's stability and strategic realignment. Thus, the basis for the world market leader in firefighting technology to get back on the road to success and secure the headquarters in Austria in the long term has been secured.

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