BAUER AG: Announced mandatory offer from SD Thesaurus GmbH

Schrobenhausen, Germany – BAUER Aktiengesellschaft (ISIN DE0005168108) was informed today by SD Thesaurus GmbH that SD Thesaurus GmbH and Doblinger Beteiligung GmbH have otherwise coordinated their conduct in relation to BAUER Aktiengesellschaft within the meaning of section 30 para. 2 WpÜG and have thereby acquired control over BAUER Aktiengesellschaft pursuant to section 35 para. 1 in connection with section 29 para. 2 WpÜG.

SD Thesaurus GmbH directly holds 12,000,000 no-par value shares of BAUER Aktiengesellschaft from the capital increase completed in March 2023 and, due to the attribution, since then indirectly holds a further 10,727,533 no-par value shares of BAUER Aktiengesellschaft held by Doblinger Beteiligung GmbH pursuant to section 30 para. 2 WpÜG. With the directly held shares and the attribution, SD Thesaurus GmbH directly and indirectly holds a total of 22,727,533 no-par value bearer shares of BAUER Aktiengesellschaft out of a total of 43,037,478 no-par value bearer shares, which corresponds to a total voting interest of 52.81%.

With the aforementioned acquisition of control over BAUER Aktiengesellschaft by SD Thesaurus GmbH, Doblinger Beteiligung GmbH, Mr. Alfons Doblinger and Mr. Helmuth Newin have also indirectly acquired control within the meaning of section 35 para. 1 in connection with section 29 para 2 WpÜG over BAUER Aktiengesellschaft.

SD Thesaurus GmbH will publish a mandatory offer due to the acquisition of control pursuant to section 35 para. 2 sentence 2 and section 14 para. 3 sentence 1 WpÜG after the approval by BaFin. With the execution of the mandatory offer, SD Thesaurus GmbH will also fulfill the obligations of the other acquirers of control resulting from section 35 WpÜG. Therefore, they will not publish a separate mandatory offer for the shares of BAUER Aktiengesellschaft.

Furthermore, BAUER Aktiengesellschaft has been informed that SD Thesaurus GmbH additionally seeks a delisting of the shares of BAUER Aktiengesellschaft from the Regulated Market of the Frankfurt Stock Exchange. It is therefore prepared to structure the now initiated mandatory offer procedure as a delisting offer at the same time and to submit an offer to the shareholders in accordance with section 39 para. 2 item 1 of the BörsG. The Executive Board of BAUER Aktiengesellschaft has taken note of this and will deal with it in due course in consultation with the Supervisory Board.