Südzucker AG welcomes the recommendation of the delisting tender offer by CropEnergies AG

Press release

Mannheim, January 26, 2024

• Management Board and Supervisory Board of CropEnergies AG recommend ac-ceptance of the offer in their joint reasoned opinion on the public delisting ten-der offer by Südzucker AG

• Management Board and Supervisory Board consider the offer price of € 11.50 cash per CropEnergies share to be appropriate and to reflect the fair value of the share

Südzucker AG ("Südzucker") was informed today by the Supervisory Board and the Executive Board of CropEnergies AG ("CropEnergies") that both boards recommend their shareholders to accept Südzucker's delisting tender offer in their joint reasoned opinion on the public delisting tender offer.

Dr Niels Pörksen, CEO of Südzucker, says: “We are pleased about the positive vote of the Super-visory Board and the Executive Board of CropEnergies in favour of our delisting tender offer. It shows that not only the offered price of € 11.50 per CropEnergies share is appropriate, but also that the intended delisting of the CropEnergies shares on the regulated market is in the best interest of all stakeholders.”

The acceptance period has commenced with the publication of the offer document for the public delisting tender offer on January 17, 2024, and will end at midnight (CET) on February 16, 2024. CropEnergies shareholders who wish to accept the delisting tender offer must promptly contact their respective custodian bank or any other securities services company where their CropEnergies shares are being held.

The delisting tender offer will not be extended (unless required by law) and is not subject to any conditions. The delisting of the CropEnergies shares from the regulated market is expected to become effective after the expiry of the acceptance period of the delisting tender offer by the end of February 2024. The offer document and a non-binding English translation, alongside other information regarding the delisting tender offer, are available at www.powerofplants-offer.com.

In addition, a shareholder hotline has been set up, which shareholders can call on 0080008250941 (inside Germany) or +44 207 2930434 (outside Germany, hosted in German) or +44 207 2930434 (outside Germany, hosted in English) if they have any questions.

Copies of the offer document are also available free of charge from the Delisting Acquisition Offer Settlement Agent: Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanla-ge 12, 60325 Frankfurt am Main, Germany. (Order for dispatch of the offer document by fax to +49 69 910 38794 or e-mail to dct.tender-offers@db.com, stating a complete postal address.)

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delist-ing tender offer, are set out in the offer document the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin).  (...)

CropEnergies AG: Supervisory Board and Executive Board recommend acceptance of delisting tender offer of Südzucker AG

Press release

Offer price of EUR 11.50 reflects the fair value of the share

Mannheim, 26 January 2024 – The Executive Board and Supervisory Board of CropEnergies AG (“CropEnergies”) have today issued their joint reasoned opinion on the public delisting tender offer of Südzucker AG (“Südzucker”) to the shareholders of CropEnergies and recommend the acceptance of the offer.

The Executive Board and Supervisory Board of CropEnergies consider the delisting to be in the best interest of CropEnergies. Following a thorough and independent review of the offer document published on 17 January 2024, they support Südzucker’s public delisting tender offer. Both Boards consider that the offer price of EUR 11.50 in cash per CropEnergies share adequately reflects the value of the share.

“We support Südzucker’s public delisting tender offer and recommend that all shareholders accept the offer and tender their shares to Südzucker in good time. The price offered is attractive and is 69.4 percent above the closing price on 18 December 2023, the last trading day prior to the publication of the decision to launch the public delisting tender offer,” says Dr Stephan Meeder, CEO & CFO of CropEnergies.

The acceptance period for the public delisting tender offer of CropEnergies has started with the publication of the offer document on 17 January 2024, and expires on 16 February 2024, at midnight CET. Against this background, CropEnergies will apply for the revocation of the admission of the CropEnergies shares to trading on the regulated market of the Frankfurt Stock Exchange in due course.

It is expressly pointed out that only the joint reasoned opinion of the Executive Board and Supervisory Board of CropEnergies is authoritative. The information in this press release does not constitute explanations or additions to the statements in the joint reasoned opinion.

The joint reasoned opinion of the Executive Board and Supervisory Board of CropEnergies is available on the company’s Investor Relations website at https://www.cropenergies.com/de/delisting-erwerbsangebot. Printed copies are also available free of charge at CropEnergies, Investor Relations, Maximilianstrasse 10, 68165 Mannheim, Germany, ir@cropenergies.de.

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, are set out in the offer document by Südzucker AG the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin).  (...)

About CropEnergies AG

Sustainable, renewable products made from biomass – that is what CropEnergies stands for. Our products contribute to a climate-friendly world and ensure that fossil carbons remain in the ground permanently and do not continue to drive climate change.

Founded in Mannheim in 2006, the member of the Südzucker-Group is the leading European producer of renewable ethanol. With a production capacity of 1.3 million m3 of ethanol per year, CropEnergies produces neutral alcohol as well as technical alcohol (ethanol) for a wide range of applications at locations in Germany, Belgium, the UK, and France: Sustainably produced ethanol as a petrol substitute is an answer to the future challenges of climate-friendly energy supply in the transport sector. Thanks to highly efficient production plants, our ethanol reduces CO2 emissions by an average of more than 70 percent across the entire value chain compared to fossil fuel. Our high-quality alcohol is also used in beverage production, cosmetics, pharmaceutical applications, for example as a basis for disinfectants, or as a raw material for innovative biochemicals.

Equally important are the resulting protein food and animal feed products as a sustainable regional alternative to emission-intensive protein imports from overseas, as well as biogenic carbon dioxide. It is used in beverage production, among other things, and will be a valuable raw material for a wide range of applications in transport and industry in the future. Thus, all raw material components are utilised in our circular economy.

CropEnergies AG (ISIN DE000A0LAUP1) is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.