Südzucker AG announces start of acceptance period for public delisting tender offer to shareholders of CropEnergies AG

Press release

Mannheim, January 17, 2024

Südzucker AG announces start of acceptance period for public delisting tender offer to shareholders of CropEnergies AG

• Offer document published following approval by BaFin.
• Acceptance period commences today and ends on February 16, 2024; there will be no additional acceptance period.
• Opportunity for all CropEnergies shareholders to tender their shares at an attractive cash consideration of € 11.50 per share, representing a premium of around 36.9 % on the volume-weighted average price during the last six months preceding the publication of the decision to launch the delisting tender offer.
• Delisting tender offer is not subject to any closing conditions
• Delisting holds potential for improving liquidity and a revaluation of the Südzucker shares from which shareholders of CropEnergies can benefit through a re-investment in Südzucker.
• CropEnergies remains a strong independent pillar of the Südzucker Group.
• Executive board of CropEnergies supports delisting.

Südzucker AG (“Südzucker”) announces the publication of the offer document for the public delisting tender offer to all shareholders of CropEnergies AG (“CropEnergies”) for the acquisition of all outstanding shares not already directly held by Südzucker, following the approval by the German Federal Financial Supervisory Authority (“BaFin”). Both companies signed a delisting agreement in this matter on December 19, 2023. Südzucker currently holds around 79.8 % of the share capital in CropEnergies.

The acceptance period begins today and ends at midnight (CET) on February 16, 2024.
CropEnergies shareholders can accept the delisting tender offer by tendering their shares at an offer price of € 11.50 per share. The offer price corresponds to a premium of approximately 36.9 % on the volume-weighted average price of the last six months preceding the publication of the decision to launch the delisting tender offer and a premium of around 69.4 % on the last Xetra® closing price of December 18, 2023, i.e. the closing price on the last day prior to the publication of the decision to launch the delisting tender offer.

CropEnergies shareholders who wish to accept the delisting tender offer must promptly contact their respective custodian bank or any other securities services company where their
CropEnergies shares are being held. As announced on December 19, 2023, the delisting of CropEnergies is a logical step towards a more defined capital market profile of the Südzucker Group. The delisting creates additional potential for improving liquidity and a revaluation of the Südzucker shares. The delisting will enable CropEnergies to develop its strategic projects within the Südzucker Group with a focus on bio-based chemicals in a more focused manner. CropEnergies remains a strong independent pillar of the Südzucker Group.

The executive board of CropEnergies has undertaken, subject to customary reservations, to support a delisting and apply for revocation of the admission of all CropEnergies shares to trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period. The executive board and supervisory board of CropEnergies will also publish a joint reasoned opinion on the delisting tender offer during the acceptance period.

Dr Niels Pörksen, CEO of Südzucker, says: “We would like to encourage all CropEnergies shareholders to accept our attractive offer before their shares are delisted from the regulated market. Shareholders of CropEnergies can also benefit from the future bundled value potential of the entire Südzucker-Group through a re-investment in Südzucker shares. The delisting will create capacities that we will utilise to accelerate the implementation of our 'Strategy 2026 PLUS’. CropEnergies will increasingly focus on the growth topics of biobased chemicals.”

The delisting tender offer will not be extended (unless required by law) and is not subject to any conditions. The delisting of the CropEnergies shares from the regulated market is expected to become effective after the expiry of the acceptance period of the delisting tender offer by the end of February 2024. The offer document and a non-binding English translation, alongside other information regarding the delisting tender offer, are available at www.powerofplants-offer.com. In addition, a shareholder hotline has been set up, which shareholders can call on 0080008250941 (inside Germany) or +44 207 2930434 (outside Germany, hosted in German) or                                 +44 207 2930434 (outside Germany, hosted in English) if they have any questions.

Copies of the offer document are also available free of charge from the Delisting Acquisition Offer Settlement Agent: Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany. (Order for dispatch of the offer document by fax to +49 69 910 38794 or e-mail to dct.tender-offers@db.com, stating a complete postal address).

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, are set out in the offer document the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in CropEnergies AG are strongly advised to read the offer document and all other relevant documents regarding the delisting tender offer, since they contain important information.

The delisting tender offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act. The documentation relating to the delisting tender offer is or will be available at www.powerofplants-offer.com. Any contract that is concluded on the basis of the delisting tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Südzucker AG, its affiliates or its brokers may purchase, or conclude agreements to purchase, shares of CropEnergies AG, directly or indirectly, outside of the scope of the delisting tender offer during or after the period in which the offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of CropEnergies AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.powerofplants-offer.com.

Südzucker AG

Maximilianstraße 10

68165 Mannheim, Germany

Financial press:

Dr Dominik Risser

Phone:  +49 621 421-205

public.relations@suedzucker.de

Investor Relations:

Nikolai Baltruschat

Phone: +49 621 421-240

investor.relations@suedzucker.de

About the Südzucker Group

Südzucker is a major player in the food industry with its sugar, special products, starch and fruit segments, and Europe's leading ethanol producer with its CropEnergies segment.

In the traditional sugar business, the group is Europe’s number one supplier of sugar products, with 23 sugar factories and two refineries, extending from France in the west via Belgium, Germany and Austria, through to Poland, the Czech Republic, Slovakia, Romania, Hungary, Bosnia, and Moldova in the east. The special products segment, with its consumer-oriented functional ingredients for food and animal feed (BENEO), chilled/frozen products (Freiberger) and portion packs (PortionPack Group), operates in dynamic growth markets. Südzucker's CropEnergies segment is Europe's leading producer of renewable ethanol, with production sites in Germany, Belgium, France and Great Britain. Other products in this segment are protein food and animal feed products as well as biogenic carbon dioxide. The starch segment comprises AGRANA's starch and ethanol activities. The group’s fruit segment operates globally, is the world market leader for fruit preparations and is a leading supplier of fruit juice concentrates in Europe.

In 2022/23, the group employed about 18.300 persons and generated revenues of about EUR 9.5 billion.

About the CropEnergies AG

Sustainable, renewable products made from biomass – that is what CropEnergies stands for. Our products contribute to a climate-friendly world and ensure that fossil carbons remain in the ground permanently and do not continue to drive climate change.

Founded in Mannheim in 2006, the member of the Südzucker Group is the leading European producer of renewable ethanol. With a production capacity of 1.3 million m³ of ethanol per year, CropEnergies produces neutral alcohol as well as technical alcohol (ethanol) for a wide range of applications at locations in Germany, Belgium, the UK, and France: Sustainably produced ethanol as a petrol substitute is an answer to the future challenges of climate-friendly energy supply in the transport sector. Thanks to highly efficient production plants, our ethanol reduces CO₂ emissions by an average of more than 70 percent across the entire value chain compared to fossil fuel. Our high-quality alcohol is also used in beverage production, cosmetics, pharmaceutical applications, for example as a basis for disinfectants, or as a raw material for innovative biochemicals.

Equally important are the resulting protein food and animal feed products as a sustainable regional alternative to emission-intensive protein imports from overseas, as well as biogenic carbon dioxide. It is used in beverage production, among other things, and will be a valuable raw material for a wide range of applications in transport and industry in the future. Thus, all raw material components are utilised in our circular economy.