Linz, May 30, 2017. The Management Board of S&T AG, Linz, Austria, resolved today on the ratio of the swap of shares in S&T Deutschland Holding AG for those of S&T AG.
Provided that the Annual General Meeting of Kontron AG on June 19, 2017 and that of S&T Deutschland Holding AG on June 20, 2017 agree to the conclusion of the contract of merger, and that the merger of Kontron AG into S&T Deutschland Holding AG then entered into the register of the court of registry responsible for such, S&T AG will make the following offer to all new shareholders of S&T Deutschland Holding AG (and thus formerly shareholders of Kontron AG):
10 S&T shares and a supplemental cash payment of 15 cents for each S&T share will be offered for 39 shares in S&T Deutschland Holding AG (this total thus corresponds to 39 shares in pre-merger Kontron AG). The requisite compensation for fractions will be made through the payment of cash, and upon the basis of each new share in S&T Deutschland Holding AG's being worth € 3.11.
To that end, the Management Board of S&T AG, Linz, Austria passed and published on May 02, 2017, a resolution of principle to increase its capital stock of currently € 48,926,657.00, which is divided into 48,926,657 non-par value bearer shares, by up to € 10,000,000.00 to a total of up to € 58,926,657.00. This made partial use of the stipulations on authorized capital contained in Article 5 (6) of the Articles of Association. It also excluded statutory subscription rights. The issue involves 10,000,000 (ten million) new non-par value bearer shares of S&T AG, each with a proportionate share of € 1 in the capital stock, and each with full rights to dividends as of January 01, 2017.
In accordance with this calculation of the swap ratio, the Management Board of S&T AG, in a first step, will pass a resolution laying down in concrete terms the details of the capital increase by the way of contribution in kind. The Board will also publish a corresponding report on the issuance of shares by the way of contribution in kind based on authorized capital and excluding statutory subscription rights. Subsequent to the adherence to the 14 day term of publication, the Supervisory Board of S&T AG will vote on this matter.
The capital increase of S&T AG will be performed by way of a contribution in kind. The
new shares will be offered to SMC Investmentbank AG, Munich for subscription on the condition that they will be offered to the shareholders of S&T Deutschland Holding AG, registered in the commercial register of the District Court of Munich, under the number HRB 227648, whereby S&T AG, as a shareholder of S&T Deutschland Holding AG, is expressly excluded from the subscription. The subscription rights of the shareholders of S&T AG are also excluded. Those entitled to subscribe are to indirectly transfer – via SMC Investmentbank AG and in a move taking contractual effect as of January 1, 2017 – their new shares in S&T Deutschland Holding AG (ISIN DE000A2BPK83 / WKN A2B PK8.) to the Company. This constitutes a contribution in kind.
On S&T AG:
S&T AG is listed on the Frankfurt Stock Exchange (www.snt.at, ISIN AT0000A0E9W5, WKN A0X9EJ, SANT) and forms part of the Exchange's TecDAX index of leading high-techs. The company has some 3,700 staff members working for the Group's subsidiaries and operations, which are located in more than 25 countries. S&T is one of the leading suppliers of IT systems, services and solutions in Central and Eastern Europe. In 2016, S&T took a stake in Kontron AG, one of the leaders on the world's market for embedded computers. This transaction enhanced S&T's already large portfolio of proprietary technologies. These are used in the areas of IT appliances, cloud security, software, smart energy, and Industry 4.0 and the Internet of Things (IoT) – a sector in which S&T forms the cutting edge.