| Offeree Company | Semperit AG Holding |
|---|---|
| ISIN | AT0000785555 |
| Offeror | B & C Holding Österreich GmbH |
| Intention to make a bid pursuant to § 5 Takeover Act announced on | 18 Mar 2026 |
| Bid to be notified pursuant to § 10 Takeover Act (conditional on a period extension request pursuant to § 10 para 1 Takeover Act) until | 01 Apr 2026 |
| Notified pursuant to § 10 Takeover Act on | 30 Mar 2026 |
| Bid to be announced pursuant to § 11 Takeover Act (conditional on a period abridgement request pursuant to § 11 para 1 Takeover Act) | Not earlier than 17 Apr 2026, not later than 22 Apr 2026 |
| Bid published pursuant to § 11 Takeover Act on | 17 Apr 2026 |
| Acceptance period | 17 Apr 2026 until and including 12 Jun 2026, 17.00 Central European Time (CET) |
| Additional Acceptance Period | For all shareholders who have not accepted this offer within the acceptance period, the acceptance period is extended by three months from the announcement of the result in accordance with § 19(3)(2) of the Austrian Takeover Act, provided that the Offeror holds more than 90% of the voting share capital after the acceptance period. |
| Offer price | EUR 15.00 (fifteen) per share (ex-dividend 2025) |
| Offer volume | Purchase of up to 8,542,034 (eight million five hundred forty-two thousand thirty-four) no-par bearer shares of the Target Company, representing a total of 41.52% of the Target Company’s total share capital and voting rights. |
| Premium | 19,6% (1M), 18% (3M), 17,2% (6M), 14,5% (12M) |
| Conditions | This offer is subject to the condition precedent that between the date of publication of this offer document and the expiration of the acceptance period, the closing price of the Austrian Traded Index (ATX; ISIN AT0000999982) does not fall below 2,671.68 points on at least 3 (three) consecutive trading days; this corresponds to a decline in the ATX of approximately 50% (fifty percent) compared to the closing price on March 17, 2026. |
| Paying agent | UniCredit Bank Austria AG, Rothschildplatz 1, 1020 Vienna, Austria, FN 150714 p |
| Share held by bidder prior to announcement of offer | The Offeror does not directly hold any shares in the Target Company, but together with entities acting in concert, holds 12,031,400 shares, which corresponds to approximately 58.48% of the Target Company’s total share capital and voting rights. |
