On 10 March 2020, Rebecca BidCo GmbH, Munich, Federal Republic of Germany, (the Bidder),
published the offer document for its voluntary public takeover offer (the Takeover Offer) to the
shareholders of RENK AG, Augsburg, Federal Republic of Germany (RENK) for the purchase of all
bearer shares of RENK (ISIN DE0007850000) (the RENK Shares) against payment of a cash consideration in the amount of EUR 106.20 per RENK Share (the Offer Document). The acceptance period
for the Takeover Offer expires on 19 May 2020, 24:00 hours (local time Frankfurt am Main) / 18:00
hours (local time New York), unless extended pursuant to the applicable rules under the WpÜG.
Pursuant to Section 12 of the Offer Document the Takeover Offer and the contracts with shareholders of RENK which come into existence as a result of its acceptance will only be consummated if the offer conditions provided for in Sections 12.1.1 and 12.1.2 of the Offer Document are fulfilled within the time periods indicated therein or effectively waived by the Bidder.
The European Commission has cleared the Transaction on 6 May 2020. Thus, the offer condition pursuant to Section 12.1.2(a)(i) of the Offer Document (merger control clearance by the European Commission) has been fulfilled.
The Takeover Offer and the contracts which come into existence as a result of its acceptance are therefore still subject to the following offer conditions:
• Section 12.1.1(a) through (f) of the Offer Document (No adverse resolution of the general shareholders‘ meeting)
• Section 12.1.2(a)(iii) of the Offer Document (Merger control clearance in Saudi Arabia)
• Section 12.1.2(b)(i) of the Offer Document (Foreign investment control clearance in Germany)
• Section 12.1.2(b)(ii) of the Offer Document (Foreign investment control clearance in France)
• Section 12.1.2(b)(v) of the Offer Document (Foreign investment control clearance in the United States)
Frankfurt am Main, 6 May 2020
Pursuant to Section 12 of the Offer Document the Takeover Offer and the contracts with shareholders of RENK which come into existence as a result of its acceptance will only be consummated if the offer conditions provided for in Sections 12.1.1 and 12.1.2 of the Offer Document are fulfilled within the time periods indicated therein or effectively waived by the Bidder.
The European Commission has cleared the Transaction on 6 May 2020. Thus, the offer condition pursuant to Section 12.1.2(a)(i) of the Offer Document (merger control clearance by the European Commission) has been fulfilled.
The Takeover Offer and the contracts which come into existence as a result of its acceptance are therefore still subject to the following offer conditions:
• Section 12.1.1(a) through (f) of the Offer Document (No adverse resolution of the general shareholders‘ meeting)
• Section 12.1.2(a)(iii) of the Offer Document (Merger control clearance in Saudi Arabia)
• Section 12.1.2(b)(i) of the Offer Document (Foreign investment control clearance in Germany)
• Section 12.1.2(b)(ii) of the Offer Document (Foreign investment control clearance in France)
• Section 12.1.2(b)(v) of the Offer Document (Foreign investment control clearance in the United States)
Frankfurt am Main, 6 May 2020
Rebecca BidCo GmbH
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