| Offeree Company | Rosenbauer International AG |
|---|---|
| ISIN | AT0000922554 |
| Offeror | Robau Beteiligungsverwaltung GmbH |
| Intention to make a bid pursuant to § 5 Takeover Act announced on | 01 Aug 2024 |
| Notified pursuant to § 10 Takeover Act on | 20 Dec 2024 |
| Bid to be puplished pursuant to § 11 Takeover Act (conditional on a period abridgement request pursuant to § 11 para 1 Takeover Act) | Not earlier than 14 Jan 2025, not later than 17 Jan 2025 |
| Bid published pursuant to § 11 Takeover Act on | 17 Jan 2025 |
| Acceptance period | 17 Jan 2025 untl 14 Feb 2025, 5:00 p.m., Vienna local time. The Bidder reserves the right to extend the Acceptance Period within the statutory framework up to a total of ten weeks pursuant to § 19 para 1b Takeover Act. |
| Additional Acceptance Period | Pursuant to § 19 para 3 Takeover Act, the Additional Acceptance Period begins on the day of the publication of the result and lasts three months. Assuming that the result is published on 19 Feb 2025, the Additional Acceptance Period begins on 19 Feb 2025 and ends on 19 May 2025. |
| Offer price | EUR 35.00 per share, ex dividends, which may be resolved by the Target Company until the end of the Additional Acceptance Period |
| Offer volume | Purchase of all shares of the Target Company listed on the Official Market of the Vienna Stock Exchange in the ‘prime market’ segment, with the exception of (i) the shares currently held by the Bidder, (ii) legal entities acting in concert with the Bidder or (iii) RVG NewCo GmbH and Rosenbauer Beteiligungsverwaltung GmbH (which have waived the tender) totalling 3,468,000 shares. The purchase object is thus effectively 3,332,000 shares of the Target Company. |
| Premium | 3.57% (3M), 8.88% (6M), 12.08% (12M), 10.71% (24M) |
| Conditions | The Offer is subject to the condition precedent of the removal of the prohibition of implementation under merger control law in the Kingdom of Saudi Arabia, the United Arab Emirates and the State of Kuwait. The condition precedent must be fulfilled by 19 May 2025 at the latest. |
| Paying agent | Erste Group Bank AG, Am Belvedere 1, 1100 Vienna, FN 33209 m |
| Share held by bidder prior to announcement of offer | Zero |
