Disclosure of an inside information according to Article 17 of Regulation (EU) No 596/2014
Asslar, 14 March 2023. Today the Management Board of Pfeiffer Vacuum Technology AG (Pfeiffer Vacuum) has concluded a domination and profit and loss transfer agreement pursuant to sections 291 et seqq. of the German Stock Corporation Act (AktG) between Pfeiffer Vacuum as the controlled company and Pangea GmbH (Pangea) as the controlling company. Prior, the Supervisory Board of Pfeiffer Vacuum had already consented to the conclusion of this agreement. Pangea, a wholly-owned subsidiary of Busch SE currently holds about 62.7 per cent of the shares in Pfeiffer Vacuum. In addition, Busch SE holds about 0.96 per cent of the shares in Pfeiffer Vacuum.
The domination and profit and loss transfer agreement still requires the consent of the annual general meeting of Pfeiffer Vacuum, which is planned for May 2, 2023 in Frankfurt am Main and the consent of the shareholder's meeting of Pangea, which is planned for April 28, 2023.
In the domination and profit and loss transfer agreement, Pangea is offering to acquire the shares of the outside Pfeiffer Vacuum Shareholders in return for cash compensation pursuant to section 305 AktG in the amount of EUR 133.07 per share. This amount exceeds the value of EUR 125.70 per share that was calculated for Pfeiffer Vacuum by the independent valuation expert Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, (Ebner Stolz) on the basis of the IDW S1 company evaluation standard and was confirmed by the court-appointed contract auditor I-Advise AG, Düsseldorf, (I-Advise), by 5.86%. The Management Board of Pfeiffer Vacuum and the Management of Pangea agreed on the amount of compensation on the basis of the expert opinion, inter alia.
The cash compensation corresponds to the volume-weighted average stock market price of the Pfeiffer Vacuum share of EUR 133.07 per share calculated by the Federal Financial Supervisory Authority (BaFin) in the relevant three-month period up to and including November 5, 2022. On November 6, 2022, Pfeiffer Vacuum has received a notification from Pangea informing it about the unconditional intent of Pangea to conclude a domination and profit and loss transfer agreement with Pfeiffer Vacuum as the controlled company and Pangea as the controlling company with the right to transfer profits including the intention to commence negotiations in the short term.
In addition, the domination and profit and loss transfer agreement provides for an annual recurring compensation payment for the outside shareholders pursuant to section 304 AktG in the amount of EUR 7.93 gross (EUR 7.32 net at current tax rates) per share.
Both the domination and profit and loss transfer agreement and the joint report of the Pfeiffer Vacuum Management Board and the Management of Pangea on the agreement, including the expert opinion of Ebner Stolz and the audit report of the court-appointed auditor, I-Advise AG, will be published on the internet at https://group.pfeiffer-vacuum.com/agm in the next few days together with the invitation to the annual general meeting of Pfeiffer Vacuum.
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