EQS-News: Publication of the Joint Reasoned Statement of the Management and Supervisory boards of va-Q-tec AG concerning EQT Private Equity’s delisting tender offer

Publication of the Joint Reasoned Statement of the Management and Supervisory boards of va-Q-tec AG concerning EQT Private Equity’s delisting tender offer

•  Management and Supervisory boards of va-Q-tec AG recommend acceptance of EQT Private Equity’s voluntary public delisting tender offer
• Management and Supervisory boards regard the EUR 26.00 offer price per va-Q-tec share as financially fair and in the best interests of the company, its employees and customers
• Company will promptly apply for revocation of the admission of the va-Q-tec shares to trading on the Regulated Market of the Frankfurt Stock Exchange

Würzburg, 11 August 2023 The Management and Supervisory boards of va-Q-tec AG (“va-Q-tec”) have today published their Joint Reasoned Statement pursuant to Section 27 (1) of the German Securities Acquisition and Takeover Act (WpÜG) concerning the public delisting tender offer of Fahrenheit AcquiCo GmbH (“Bidder”) for the shares (ISIN DE0006636681 / WKN 663668) of va-Q-tec. The Bidder is a holding company legally controlled by EQT Private Equity. After careful and thorough examination of the offer document published on 2 August 2023, the Management and Supervisory boards of va-Q-tec AG recommend that the shareholders accept the offer.

The Management and Supervisory boards are of the opinion that the delisting tender offer, as previously the voluntary public takeover offer, particularly satisfies the interests and objectives of va-Q-tec, the shareholders of va-Q-tec and the employees of the va-Q-tec Group. Therefore, they welcome and support the Bidder’s offer as set out in the offer document. Accordingly, in the Management and Supervisory boards’ opinion and taking into consideration the fairness opinion prepared by financial advisor ParkView Partners GmbH, the offer price of EUR 26.00 per va-Q-tec share is fair from a financial perspective. At the same time, the Management and Supervisory boards reaffirm their view that the partnership with EQT Private Equity represents the basis for the successful further development of the va-Q-tec Group and its technology in the long term. Accordingly, va-Q-tec and the Bidder had agreed in the Business Combination Agreement concluded in December 2022 to support and promote all business areas of va-Q-tec as part of the strategic partnership. For this purpose, the Bidder provided, inter alia, around EUR 35 million of fresh equity for va-Q-tec by way of a capital increase. In addition, a business combination of va-Q-tec’s business activities for the pharmaceutical sector with Envirotainer AB and the further development of va-Q-tec’s other business activities in the thermal energy efficiency and thermal boxes areas within a separate new company are planned.

The Management and Supervisory boards share the Bidder’s conviction that this long-term growth strategy can best be facilitated by a delisting and thereby within an environment beyond the short-term focus and volatility of the capital markets. The delisting will enable va‑Q-tec to make decisions with a long-term perspective, independent of the capital market’s short-term expectations. Moreover, the delisting will enable a reduction in the regulatory overhead and administrative costs associated with maintaining the stock exchange listing of the va‑Q‑tec shares. For this reason, va-Q-tec will promptly apply for the revocation of the admission of the shares to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange.

Pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Joint Reasoned Statement of va-Q-tec’s Management and Supervisory boards has been published on the Internet on va-Q-tec’s website at https://va-q-tec.com/ under the heading “Investor Relations” in German and is also provided in a non-binding English translation. Only the German version is binding. Copies of the Joint Reasoned Statement are also available free of charge from va-Q-tec, Investor Relations, Alfred-Nobel-Strasse 33, 97080 Würzburg, Germany, telephone: +49 (0) 931 35942 – 297, fax: +49 (0) 931 35942 - 10 (orders by e-mail to Felix.Rau@va-q-tec.com with full postal address or e-mail address).

The acceptance period for the delisting tender offer commenced with the publication of the offer document on 2 August 2023 and is expected to end on 30 August 2023 at 24:00 hours (CET). All relevant details regarding the acceptance of the offer are set out in the offer document, which is available on the Bidder’s website at http://www.offer-eqt.com. Shareholders should contact their depositary bank directly in order to tender their shares as part of the delisting tender offer.

Important note

Only the Management and Supervisory boards’ Joint Reasoned Statement is authoritative. The information in this press release does not constitute an explanation of, or an amendment to, statements contained in the Joint Reasoned Statement.

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About va-Q-tec  

va-Q-tec is a pioneer in highly efficient products and solutions in the area of thermal insulation and TempChain logistics. The company develops, produces and markets highly efficient and consequently thin vacuum insulation panels (VIPs), as well as phase change materials (PCMs) for reliable and energy-efficient temperature controlling. va-Q-tec deploys this key thermal technology in order to produce passive thermal packaging systems (containers and boxes) that maintain constant temperatures, depending on type, for up to 200 hours without external energy input. In order to implement temperature-sensitive logistics chains, va-Q-tec – within a global partner network – operates a fleet of rental containers and boxes meeting demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility. The high-growth company, which was founded in 2001, is based in Würzburg, Germany.

Further information: www.va-q-tec.com Follow va-Q-tec on Twitter: @vaQtec, LinkedIn: linkedin.com/company/va-Q-tec 

About EQT  

EQT is a global investment organization with more than EUR 114 billion in assets under management in two business areas – Private Capital and Real Assets. EQT funds have investments in companies in Europe, Asia and America. EQT supports portfolio companies on their path to achieving sustainable growth, operational excellence and market leadership.

Further information: www.eqtgroup.com Follow EQT on LinkedIn, Twitter, YouTube and Instagram

Disclaimer This release contains statements about the future development of va-Q-tec. These forward-looking statements are based on the Management Board’s current expectations, assumptions and forecasts, and the information currently available to the Management Board, and have been prepared to the best of its knowledge and belief. No guarantee or liability can be assumed for the occurrence of the future developments and results mentioned in relation to such forward-looking statements. Rather, future developments and results depend on various factors. These entail risks and uncertainties that lie beyond va-Q-tec’s control and are based on assumptions that may prove to be incorrect. Notwithstanding legal requirements to adjust forecasts, va-Q-tec assumes no obligation to update the forward-looking statements contained in this release.