Management Changes at KATEK SE Announced
Kontron becomes new majority shareholder; mandatory offer expected; Kontron also aims to delist the shares of KATEK SE; change in the Management Board of KATEK SE; intended resignation of the Chairman of the Supervisory Board after Kontron gains control
Munich – The Management Board of KATEK SE was informed today that the previous main shareholder of KATEK SE, PRIMEPULSE SE, based in Munich, today concluded an agreement on the sale of all shares held by it in KATEK SE (corresponding to approx. 59.4% of the share capital of KATEK SE) to Kontron Acquisition GmbH, Ismaning, a wholly owned subsidiary of the listed Kontron AG, Linz (Austria). The purchase price amounts to EUR 15.00 per KATEK share. The closing of this agreement is still subject to conditions precedent, in particular the granting of the necessary antitrust approvals, and is expected to take place in March 2024.
Upon completion, Kontron Acquisition GmbH will gain control over KATEK SE and will therefore be obliged to submit a mandatory offer to the shareholders of KATEK SE to acquire all outstanding shares of KATEK SE. According to the information available to the Management Board of KATEK SE, Kontron Acquisition GmbH intends, subject to further coordination with the German Federal Financial Supervisory Authority (BaFin), to offer the shareholders of KATEK SE to tender their shares against a cash payment of EUR 15.00 per KATEK share as part of this mandatory offer. According to the information received, Kontron Acquisition GmbH is currently considering, in consultation with BaFin, to offer shares of Kontron AG, its listed parent company, which were acquired by Kontron AG through previous share buyback programs, as a voluntary alternative consideration to the cash payment in the context of this mandatory offer. In addition, according to today’s announcement, Kontron Acquisition GmbH intends to delist the shares of KATEK SE from the regulated market of the Frankfurt Stock Exchange after obtaining control, so that it is planned to structure the mandatory offer simultaneously as a delisting tender offer. KATEK SE will now examine this endeavor for its part.
The offer document will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The Management Board and the Supervisory Board of KATEK SE will carefully examine the offer document and issue a reasoned statement on the Mandatory Offer. Subject to the examination of the offer document and its duties of care and loyalty, the Management Board of KATEK SE welcomes in principle the entry of Kontron Acquisition GmbH and thus indirectly of Kontron AG as the strategic majority shareholder of KATEK SE. In the opinion of KATEK SE’s Management Board, close cooperation with the Kontron Group offers the opportunity to implement KATEK SE’s strategy even more quickly, in particular through the joint development of products and the bundling of purchasing and sales activities. The KATEK Group already maintains close business relations with the Kontron Group. The Kontron Group is already a key customer of the KATEK Group, particularly in North America and Europe in the aerospace and defense, medical technology and robotics sectors.
The Supervisory Board of KATEK SE and CEO Rainer Koppitz also agreed today that Mr. Koppitz will leave the Management Board of KATEK SE by mutual agreement with effect from the end of February 29, 2024. The Supervisory Board would like to thank Mr. Koppitz for his outstanding work in recent years and wishes him the best of luck and success for the future, both personally and professionally. Mr. Koppitz will continue to support the joint group of companies in an advisory capacity, in particular for the integration of the two groups of companies and for M&A activities. It is currently planned that following Mr. Koppitz’s departure from the Management Board, Mr. Hannes Niederhauser, CEO of Kontron AG, will also be appointed to the Management Board of KATEK SE, where he will assume the role of CEO in place of Mr. Koppitz.
In addition, the Supervisory Board agreed today with the Chief Financial Officer, Dr. Johannes Fues, that he will remain on the Management Board for the transitional period until April 30, 2024 and will then also leave on the best of terms. The Supervisory Board would also like to thank him for his outstanding work in recent years and wishes him every happiness and success for the future, both personally and professionally. As far as KATEK SE is aware, it is planned that Dr. Fues will join the Management Board of Kontron AG after his departure from the Management Board of KATEK SE, where he will be responsible in particular for the “GreenTec” division, in which the “Solar” and “Smart Charging” business activities in particular are bundled.
Finally, KATEK SE was informed today that in connection with today’s agreement with PRIMEPULSE SE on the sale of all shares it holds in KATEK SE to Kontron Acquisition GmbH, the Chairman of the Supervisory Board, Klaus Weinmann, and the other member of the Supervisory Board, Markus Saller, have agreed to resign from the Supervisory Board of KATEK SE shortly after the closing of the agreement and thus the acquisition of control by Kontron Acquisition GmbH, which is expected for March 2024.
