DGAP-News: Kontron AG

Completion of merger of Kontron AG into S&T Deutschland Holding AG

Augsburg, August 21, 2017 - Kontron: Today's entry in Munich's registry of companies of S&T Deutschland Holding AG completes the merger of Kontron AG into S&T Deutschland Holding AG. This causes the delisting of Kontron's stock on its exchange.

Kontron AG's shareholders are to become immediately - and without any further measures being required - those of S&T Deutschland Holding AG, which is not publicly listed. The registering of the latter shares is taking place today, which is thus the day of record. The ratio of ownership between Kontron and S&T Deutschland Holding AG shares is 1:1. The former shareholders of Kontron AG have the following options:

Consignment of shares in S&T AG

The completion of the merger constitutes a key precondition for the conducting of the previously-announced capital increase for consideration being undertaken by S&T AG. This move enables the shares of the new S&T Deutschland Holding AG to be consigned to S&T AG, which will, in turn, grant newly-issued shares. The offer of consignment of consideration foresees 39 S&T Deutschland Holding AG shares' (corresponding to 39 Kontron AG shares prior to the merger) being exchanged for 10 S&T AG shares, with, as well, the payment of an additional 15 cents per S&T AG share granted. The requisite rounding off of peak amounts will be undertaken in cash. Basis for such is the valuation of each S&T Deutschland Holding AG share at EUR 3.11. For reasons of simplicity of transaction, those entitled to subscribe will transfer their shares of S&T Deutschland Holding AG (ISIN DE000A2BPK83/WKN A2B PK8.) - which thus constitute the consideration - to the trustee, which is SMC Investmentbank AG. In a move to have taken contractual effect on January 1, 2017, this bank, in turn, is to transfer these shares (the consideration) to S&T AG. The term of subscription has been set to be prospectively from August 30, 2017 to September 26, 2017. The shareholders of S&T Deutschland Holding AG are to be informed by their banks of shares deposit on the offer to consign consideration. The shareholders are then to be asked to give corresponding instructions. For it to be accepted and thus processed, this instruction has to be made expressly by the holder of shares in S&T Deutschland Holding AG. The failure to issue such an instruction will cause the corresponding shares in S&T Deutschland Holding AG to remain in the account of shares deposit of the shareholder.

The making of S&T AG's offer has been accompanied by the issuance of a securities prospect. This was approved on June 16, 2017 by Austria's FMA Financial Markets Supervisory Authority. The notification of this prospect was issued in Germany. Along with any amendments, the prospect is to be viewed at www.snt.at/investor, which is the Website of S&T AG.

Compensation in cash

The completion of the merger entitles those shareholders who lodged objections - as recorded in the minutes of the Annual General Meeting of Kontron AG on June 19, 2017 - to the merger to lay claim to receive compensation in cash amounting to EUR 3.11 per share. This laying of claim will cause such parties to no longer be shareholders of S&T Deutschland Holding AG. Such moves will also mean the lapsing of the offer to consign consideration in return for the receiving of shares of S&T AG. To activate this offer, the shareholder will be required to place a corresponding instruction with her or his bank of shares deposit. The term of this offer is two months, and starts on August 22, 2017. It thus ends on October 21, 2017. The shareholders that are entitled to lay claim for the compensation in cash and want to do such can brief themselves on the requisite steps and required information by visiting Kontron AG's Website - www.kontron.com/merger.

Post-merger Kontron

The completion of the merger represents the end of Kontron AG's being an independent company. "Kontron" will remain a brand. From the legal point of view, Kontron AG and S&T Deutschland Holding AG are to be joined into a single company. It will be named "Kontron S&T AG". Its headquarters are to be in Augsburg. All of Kontron's subsidiaries will retain their legal independence and their names.

The thrusts of business development have been placed on bringing the restructuring of Kontron to a successful end, on completing the integration of the company into the processes pursued in the S&T Group, and on expediting the exploitation of other synergies of technologies and distribution arising from the relationship with Kontron's parent company - S&T AG.

Richard Neuwirth, the chairman of the supervisory board of Kontron AG, took stock of the completion of the merger: "The merger constitutes our having achieved an important milestone on our path of integration of Kontron into the S&T Group. It is thanks to the dedication displayed by Kontron's staff and by the members of its executive and supervisory boards that we have accomplished so much so quickly, and that we have been able to record such successes of restructuring. I wish to use this opportunity to express my thanks to everybody for their willingness to work together, for their commitment and purposefulness. The tasks now at hand are to enhance our focus on the achievement of the goals that we have set for ourselves, and to join in realizing our potential to become the leader on the Industry 4.0 market. We are thus tackling our next tasks!"

The merger enables customers purchasing offerings bearing the "Kontron" brand to continue to procure its holistic solutions in the areas of Embedded Computers, the Internet of Things (IoT) and Industry 4.0. Kontron's staff includes more than 2,300 engineers who are experts in the OT and IT areas. This expertise enables Kontron to join with the other members of the S&T Group in offering innovative solutions. These set up and ensure secure and end-to-end links among and within embedded systems and clouds.

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About Kontron - An S&T Company
Kontron is a global leader in embedded computing technology (ECT). As a part of technology group S&T, Kontron offers a combined portfolio of secure hardware, middleware and services for Internet of Things (IoT) and Industry 4.0 applications. With its standard products and tailor-made solutions based on highly reliable state-of-the-art embedded technologies, Kontron provides secure and innovative applications for a variety of industries. As a result, customers benefit from accelerated time-to-market, reduced total cost of ownership, product longevity and the best fully integrated applications overall. For more information, please visit: www.kontron.com
 

For additional information:
Alexandra Habekost
Head of Investor Relations & Corporate Communications
Kontron
Tel: +49 (0) 821 4086-114
alexandra.habekost@kontron.com