The entries in the registries of companies in Augsburg on August 17, 2017 of Kontron AG (HRB 28913) and in Munich on August 21, 2017 of S&T Deutschland Holding AG (HRB 227648) have completed the merger of Kontron AG into S&T Deutschland Holding AG.
Kontron AG's shareholders are thus to become – and without any further measures being required - those of S&T Deutschland Holding AG, which is not publicly listed. The registering of the latter shares will take place on that date, which will thus be the day of record. The ratio of ownership between Kontron and S&T Deutschland Holding AG shares is to be 1:1.
Consignment of shares in S&T AG
The former shareholders of Kontron AG have the option of consigning their shares of S&T Deutschland Holding AG in S&T AG. The offer of consignment of consideration foresees 39 S&T Deutschland Holding AG shares' (corresponding to 39 Kontron AG shares prior to the merger) being exchanged for 10 S&T AG shares, with, as well, the payment of an additional 15 cents per S&T AG share granted. The term of subscription has been set to be prospectively from August 30, 2017 to September 26, 2017.
The making of S&T AG's offer has been accompanied by the issuance of a securities prospect. This was approved on June 16, 2017 by Austria's FMA Financial Markets Supervisory Authority. The notification of this prospect was issued in Germany. Along with any amendments, the prospect is to be viewed on S&T's Website at http://www.snt.at/investor_relations/Sachkapitalerhoehung_2017.php. Accordingly, the delivery of the new S&T AG shares and the payment of the cash component are expected to take place on October 18, 2017.
An in-depth briefing on these procedures is to be found in the following document:
1. Press release on the completion of the merger [LINK]
Information on cash compensation
Should you have recorded your objection to the exchange of shares in the minutes of the Annual General Meeting of Kontron AG held on June 19, 2017, you are entitled to lay claim to compensation in cash amounting to EUR 3.11 per share held by you. This laying of claim will cause you to not be a shareholder of S&T Deutschland Holding AG. This thus also causes the lapsing of the offer to consign your shares – which would have formed the consideration – in S&T, in exchange for shares in that company.
In order to lay claim to and receive this compensation, shareholders have to place a corresponding order with their banks of shares deposit. This has to be done with the two month period commencing on 22.08.2017 and ending on 21.10.2017. To that end, please send the following information to your bank of shares deposit:
- Shareholder's name
- Voting card number
- Number of shares
- Proof of having lodged an objection
This proof of having lodged an objection can take the form of an excerpt of the minutes of Annual General Meeting's protocol. Along with the corresponding form for the declaration of acceptance and with the application to be submitted to the bank of shares deposit, this excerpt can be requisitioned from Kontron by sending an E-mail to firstname.lastname@example.org.
Along with a record of the following's number, the banks of shares deposit will be requested to rebook the shares of S&T Deutschland Holding AG for which cash compensation will be provided under the interim securities category of “ISIN DE000A2E4MA5”. The banks will also be asked to send to the central processing office notifications containing the data on the respective shareholder by no later than the expiry of the term listed above, which has been stipulated in accordance with § 31 UmwG (Germany's Securities Transformation Act).