Endress+Hauser Concludes an Option Agreement with Klaus Berka and the Thüringer Industriebeteiligungs-GmbH & Co. KG to Purchase Additional Share Packages Beginning 10/1/2014
In return, the major shareholders receive far-reaching pledges from Endress+Hauser regarding the independence, the future orientation and the employees of Analytik Jena AG
Jena, Germany, November 14, 2013 — Endress+Hauser (Deutschland) AG Co. KG (“E+H KG”) concluded an option agreement with the founder and Chief Executive Officer of Analytik Jena AG, Klaus Berka, and with the Thüringer Industriebeteiligungs-GmbH & Co. KG (“TIB”) today. Through it, the contract parties have the right to purchase or transfer the shares of Analytik Jena AG currently held by Mr. Berka and TIB for a purchase price of EUR 13.75. This option can be exercised between October 1, 2014 and December 31, 2014. In the event of this option being exercised, the purchase price could increase if E+H KG acquires shares of Analytik Jena AG before May 13, 2015 for a higher price. The TIB investment fund managed by bm-t beteiligungsmanagement thüringen gmbh (“bm-t”) currently holds 17.63% of the share capital and voting rights of Analytik Jena AG. Klaus Berka holds 9.93% of the share capital and voting rights of Analytik Jena AG.
As part of the option agreement, Klaus Berka and TIB, the two major shareholders, have received significant pledges from Endress+Hauser on behalf of Analytik Jena. Major components of these pledges are that the Executive Board of Analytik Jena AG will continue to lead the business activities of the Company independently, that Analytik Jena AG will continue as a separate business unit within the Endress+Hauser Group and that the company name and “analytikjena” brand will remain. The Jena location will be expanded within the Endress+Hauser Group as a center for laboratory analysis. The Analytical Instrumentation and Life Science business units will remain and the number of employees will be increased accordingly. E+H KG will only take measures that would result in changing the current structures of Analytik Jena AG if certain key financial figures are not achieved in the coming financial years. The term in office of the Chairman of the Supervisory Board, Mr. Andreas Krey, will be extended until 2017 through re-elections at the next General Meeting. E+H KG supports the previously agreed upon and enacted extension of the appointment of the current Executive Board members Klaus Berka and Stefan Döhmen. Mr. Berka will act as Chairman of the Executive Board until the end of the term of his current appointment.
The joint statement of the Executive and Supervisory Boards of Analytik Jena AG regarding the mandatory offer (cash offer) published by Endress+Hauser (Deutschland) AG+Co. KG on October 31, 2013 will be made available for download at http://www.analytik-jena.de/de/unternehmen/investoren/endress-hauser.html.