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Acceptance period for public delisting tender offer commences / offer document published

Shareholders can tender their shares at a price of EUR 11.50 per CropEnergies share to Südzucker AG until 16 February 2024

Mannheim, 01/17/2024 Company news

Mannheim, 17 January 2024 – The main shareholder of CropEnergies AG, Mannheim, Südzucker AG (“Südzucker”), Mannheim, has published 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, today. The offer document was previously approved by the German Federal Financial Supervisory Authority ("BaFin").

The acceptance period commences today and ends at midnight (CET) on 16 February 2024. Both companies signed a delisting agreement in this matter on December 19, 2023. Südzucker currently holds around 79.8 percent of the share capital in CropEnergies.

The offer price is EUR 11.50 per CropEnergies share and corresponds to a premium of 36.9 percent on the volume-weighted average price of the last six months preceding the publication of the decision to launch the public delisting tender offer and a premium of around 69.4 percent on the last Xetra® closing price of 18 December 2023, i.e. the closing price on the last day prior to the publication of the decision to launch the public delisting tender offer.

The Executive Board of CropEnergies has undertaken, subject to reservations customary in the market, to support a delisting and apply for revocation of admission of all CropEnergies shares to be trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period. In addition, the Executive Board of CropEnergies will take all measures to terminate the inclusion of all CropEnergies shares in trading on the open market of a stock exchange or a multilateral trading facility ("MTF") or organised trading facility ("OTF") after the delisting application has been submitted, insofar as this inclusion was originally initiated by CropEnergies. The Executive Board and Supervisory Board of CropEnergies will also publish a joint reasoned opinion on the public delisting tender offer during the acceptance period. 

The Executive Board of CropEnergies has undertaken, subject to reservations customary in the market, to support a delisting and apply for revocation of admission of all CropEnergies shares to be trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period. In addition, the Executive Board of CropEnergies will take all measures to terminate the inclusion of all CropEnergies shares in trading on the open market of a stock exchange or a multilateral trading facility ("MTF") or organised trading facility ("OTF") after the delisting application has been submitted, insofar as this inclusion was originally initiated by CropEnergies. The Executive Board and Supervisory Board of CropEnergies will also publish a joint reasoned opinion on the public delisting tender offer during the acceptance period. 

Upon the delisting, the trading of the CropEnergies shares on the regulated market will be discontinued. This may result in a very limited liquidity and price availability for the CropEnergies shares. Shareholders of CropEnergies therefore can tender their shares into the public 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 the decisions of future Annual General Meetings.

The public delisting tender offer is not subject to any conditions. The termination of the CropEnergies listing from the regulated market is expected to become effective by the end of February 2024. The offer document and a non-binding English translation, alongside other information regarding the public delisting tender offer, are available at www.powerofplants-offer.com. In addition, a shareholder hotline has been set up, which shareholders can call on 00800 08 25 09 41 (inside Germany) or +44 207 2 93 04 34 (outside Germany, hosted in German) or +44 207 2 93 04 34 (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 91 03 87 94 or e-mail to dct.tender-offers@db.com, stating a complete postal address).

About 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.

CropEnergies AG (ISIN DE000A0LAUP1) is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.