Südzucker AG: Südzucker AG to take CropEnergies AG private

Mannheim (pta048/19.12.2023/19:25) - 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

Südzucker AG: Conclusion of a delisting agreement and unconditional delisting tender offer to all shareholders of CropEnergies AG

* Transaction reflects increasing significance of CropEnergies as part of the growth strategy 2026 PLUS with a focus on the area of biobased chemicals.
* Südzucker offers shareholders of CropEnergies € 11.50 in cash per CropEnergies share.
* Shareholders of CropEnergies receive a premium of around 36.9 % on the volume-weighted average price of the last 6 months.
* Potential for improving liquidity and a revaluation of the Südzucker shares from which shareholders of CropEnergies can benefit through a re-investment in Südzucker.
* Südzucker benefits from less complexity trough reduction of legal and regulatory obligations.
* Strengthening the capital market presence of the Südzucker Group.
* CropEnergies remains a strong independent pillar of the Südzucker Group.

Südzucker AG ("Südzucker") announces its intention to launch a public delisting tender offer to all shareholders of CropEnergies AG ("CropEnergies"), for the acquisition of all outstanding shares not already held by Südzucker, following a delisting agreement both companies have signed today. The bidder currently holds around 69.2 % of the share capital of CropEnergies AG. The around 4.9 % currently held by the Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG (SZVG) were acquired by the bidder today which increases the shareholding ratio to 74 %.

Südzucker offers shareholders of CropEnergies € 11.50 in cash per CropEnergies share. This corresponds to a premium of around 36.9 % on the volume-weighted average price of the last 6 months and a premium of around 69.4 % on the last XETRA closing price of December 18, 2023.The management board of CropEnergies has undertaken, subject to customary reservations, to support a delisting and apply for revocation of the authorization of CropEnergies shares to be traded on the regulated market of the Frankfurt Stock Exchange as soon as the delisting tender offer has been submitted.

Dr Niels Pörksen, CEO of Südzucker: "CropEnergies is a central pillar of our Group. However, the strategic value of the company and its growth potential are not sufficiently reflected in its share price or valuation. Thus, the delisting is a logical step towards a more defined capital market profile of the Südzucker Group. This also reduces complexity and allows us to utilise the resulting freedom to accelerate the implementation of our 'Strategy 2026 PLUS', which has a special focus on the growth topics of plant-based proteins and biobased chemicals. Shareholders of CropEnergies not only have the opportunity to sell their shares at an attractive price but can also benefit from the future bundled value potential of the entire Group through a re-investment in Süzucker shares."

Thomas Kölbl, CFO of Südzucker: "With the delisting many of the previous legal and administrative obligations will no longer apply and the associated costs will be reduced accordingly. The transaction creates additional potential for improving liquidity and a revaluation of the Südzucker shares. Last but not least, with the delisting we are responding to the predominant wish of our investors, who have long been calling for the structure of the Südzucker Group to be simplified."

The initial public offering of CropEnergies in 2006 enabled international expansion and put the company on a broader financial footing. This allowed the company to optimally capitalise on the excellent growth prospects in the market for renewable ethanol, especially in Europe, at the time. For some time now, this market has been characterised by extreme price fluctuations within the procurement and sales markets which makes it difficult to forecast the course of CropEnergies' business.

Hans-Peter Gai, COO of Südzucker: "CropEnergies has since established itself as the European market leader. The delisting offer provides CropEnergies with an opportunity to develop its strategic projects within the Südzucker Group with a focus on biobased chemicals."

At the same time, the legal requirements for capital market communication have steadily increased. This presents management with major challenges and, above all, obscures the view of the Group's long-term development opportunities and growth potential.

Next steps in the process

The delisting tender offer will not be subject to any closing conditions and will not include a minimum acceptance threshold. It will be made pursuant to the terms and conditions set forth in the offer document to be reviewed by the German Federal Financial Supervisory Authority (BaFin). Following approval by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) and the acceptance period for the delisting tender offer will commence. Both is expected to take place in mid-January 2024. The Management Board and Supervisory Board of CropEnergies will publish a Reasoned Opinion once the offer document has been published. Furthermore, the management board of CropEnergies has undertaken, subject to customary reservations, to apply for the delisting of the CropEnergies shares to the Frankfurt Stock Exchange during the acceptance period of the tender offer.

Upon the delisting, the trading of the CropEnergies shares on the regulated market will terminate. This may result in a very limited liquidity and price availability for the CropEnergies shares. Shareholders of CropEnergies therefore have the opportunity to tender their shares into the delisting tender offer before termination of the stock exchange listing on the regulated market. The delisting from the regulated market will also terminate some of the comprehensive financial reporting obligations and capital market publication requirements of CropEnergies.

No statement can be made today as to whether and to what extent dividends will be paid for future financial years. This decision depends on performance of the business and the decisions of future Annual General Meetings.

The delisting tender offer is fully backed by bridge financing of 300 million euros from Deutsche Bank AG for acquiring the remaining free float shares, which Südzucker does not yet own after acquiring approximately 4.9 % from Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG (SZVG). The financing is fully in line with the strategy of the Südzucker Group to maintaining at least an investment grade. Deutsche Bank is acting as financial advisor and Tender Offer Agent, Gleiss Lutz is acting as legal counsel to Südzucker and Brunswick Group as communications advisor. Allen & Overy is acting as legal counsel to CropEnergies.

Further Information in relation to the delisting tender offer are available under the following link: http://www.powerofplants-offer.com. The offer document is also published here as soon as it has been approved by BaFin.

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, will be set out in an offer document to be published by Südzucker AG following approval 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, when they become available, since they will contain important information.

The delisting tender offer will be 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 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, before, 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.

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.

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