© mikael damkier Embedded | February 16, 2017

Kontron plans to merge with S&T Deutschland Holding

Kontron has signed a letter of intent with S&T Deutschland Holding AG, a wholly-owned subsidiary of the listed S&T AG, on the planned merger between Kontron AG and the non-listed S&T Deutschland Holding AG.
The merger shall be evaluated and prepared in the coming two months and then be submitted for decision to the Annual General Shareholder Meetings of Kontron AG and S&T Deutschland Holding AG, which are both planned to take place no later than June 2017.

To the knowledge of the Management Board of Kontron AG, the Management Board of S&T AG, headquartered in Linz, intends to offer all Kontron shareholders, who exchange their shares against shares of the S&T Deutschland Holding AG in the course of the merger the following option: Shareholders, who received shares of the S&T Deutschland Holding AG in the course of the merger, can contribute these shares within the scope of a non-cash capital increase into the S&T AG and thus become a shareholder of the TecDax-listed S&T AG. Kontron shareholder thus have the option to take the cash compensation offer or to accept the offer of the S&T AG based on a capital increase by way of contribution in kind with compensation of 90% of the value in new S&T AG shares and 10% of the value as a cash component.

All Kontron shareholders, who in the course of the merger do not accept the legal compulsory cash compensation offer of the S&T Deutschland Holding AG, are given the opportunity to finally exchange their Kontron shares for shares of the S&T AG and a cash component. The non-cash capital increase shall be performed subsequent to the merger and is expected to be completed by autumn 2017.


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August 13 2017 4:10 PM V8.5.9-1