Adler Pelzer Group decided on June 29, 2021 to make a voluntary public takeover offer (VTO, Voluntary Tender Offer) to all shareholders of STS Group AG for the acquisition of all ordinary bearer shares in STS Group (ISIN: DE000A1TNU68).
The Bidder plans to launch the Takeover Offer as a compensation offer as required for the delisting of the STS Group Shares (DTO, Delisting Tender Offer) from trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Section 39 para. 2 and para. 3 of the German Stock Exchange Act (Börsengesetz)).
The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at http://www.adler-pelzer-offer.com.
The Takeover Offer will be made on and subject to the terms and conditions to be set out in the offer document.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in STS Group. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of shares in STS Group are strongly advised to read the offer document and all other documents regarding the Takeover Offer when they become available, as they will contain important information.
The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany. Any contract concluded on the basis of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
Neither the offer document nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any U.S. federal or U.S. state securities commission.
No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.
Adler Pelzer Holding GmbH
Kabeler Strasse 4 – 58099 Hagen – Germany
Contact: Silvia Miglio, Director of Investor Relations, investors(at)adlerpelzer.com
ABOUT ADLER PELZER GROUP
Adler Pelzer Group is a worldwide leader in design, engineering and manufacturing of acoustic and thermal components & systems for the automotive sector. With key value-added activities in-house, we deliver components optimizing acoustic performance and increasing thermal efficiency of vehicles. We engineer products to each specific vehicle need of our customers. Headquartered in Hagen, Germany, we have built a network of manufacturing plants, research and design facilities close to the main automotive hubs in the major geographic regions, in more than 80 locations with over 11,000 employees worldwide and sales of €1.17bn in 2020.
www.adlerpelzer.com – Envisioning the future