Südzucker AG welcomes the recommendation of the delisting tender offer by CropEnergies AG

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION


Press release

Mannheim, January 26, 2024

Südzucker AG welcomes the recommendation of the delisting tender offer by CropEnergies AG

• Management Board and Supervisory Board of CropEnergies AG recommend ac-ceptance of the offer in their joint reasoned opinion on the public delisting ten-der offer by Südzucker AG

• Management Board and Supervisory Board consider the offer price of € 11.50 cash per CropEnergies share to be appropriate and to reflect the fair value of the share

Südzucker AG ("Südzucker") was informed today by the Supervisory Board and the Executive Board of CropEnergies AG ("CropEnergies") that both boards recommend their shareholders to accept Südzucker's delisting tender offer in their joint reasoned opinion on the public delisting tender offer.

Dr Niels Pörksen, CEO of Südzucker, says: “We are pleased about the positive vote of the Super-visory Board and the Executive Board of CropEnergies in favour of our delisting tender offer. It shows that not only the offered price of € 11.50 per CropEnergies share is appropriate, but also that the intended delisting of the CropEnergies shares on the regulated market is in the best interest of all stakeholders.”

The acceptance period has commenced with the publication of the offer document for the public delisting tender offer on January 17, 2024, and will end at midnight (CET) on February 16, 2024. 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.

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, Taunusanla-ge 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 delist-ing 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 doc-uments 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, “WpÜG”) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act. The offer document and further 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 Ger-many 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, on the stock exchange or over the counter, 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 ex-change at negotiated conditions provided that such purchases or purchase agreements are not made or concluded within the United States, are in accordance with applicable German law, in particular the WpÜG, and the offer price is adjusted to any higher acquisition price paid outside the delisting tender offer during such term. Information on such purchases or purchase agree-ments, stating the number of CropEnergies shares acquired or to be acquired and the consider-ation granted or agreed, will be published in accordance with the applicable statutory provi-sions, in particular section 23(2) WpÜG, in the German Federal Gazette and, if required by for-eign legal systems, in English via an electronic dissemination system. Corresponding infor-mation is also available in the form of an English translation on the internet at 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, Ger-many 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 etha-nol 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, pharma-ceutical applications, for example as a basis for disinfectants, or as a raw material for innova-tive biochemicals.

Equally important are the resulting protein food and animal feed products as a sustainable re-gional alternative to emission-intensive protein imports from overseas, as well as biogenic car-bon 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.