Photon Energy Operations DE GmbH submitted a non-binding takeover offer to acquire PNE AG (XTRA:PNE3) from Axxion S.A. (SNSE:AXXION), Universal-Investment-Gesellschaft mbH, Active Ownership Capital S.à.r.l., Wilhelm K. T. Zours and others for approximately €290 million on August 26, 2019. Under the terms of the transaction, Photon Energywill acquire all outstanding shares of PNE at a price range of €3.5 to €3.8 per share. Photon Energy Operations DE GmbH signed an investment agreement to acquire PNE AG (XTRA:PNE3) for approximately €310 million on October 10, 2019. Under the terms of the transaction, Photon Energywill acquire all outstanding shares of PNE at a price range of €4 per share. The offer will provide for a minimum acceptance threshold of 50 percent plus one share and further customary offer conditions. The management board and supervisory board of PNE AG have come to the conclusion that it would be in the best interest of the company and in the interest of the shareholders and other stakeholders of PNE AG to support the Bidder's offer. The transaction is subject to the conclusion of due diligence and the signing of a definitive agreement. The transaction is subject to the approval of German Federal Financial Supervisory Authority, antitrust approvals and foreign investment control approval. Completion of the Offer will be subject to a minimum acceptance ratio of 50% plus one share. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) approved the publication of the Offer Document on October 31, 2019. On November 7, 2019, Enkraft Capital GmbH opposed the proposal. On November 7, 2019, the Austrian Federal Competition Authority (Bundeskartellbehörde) and the Austrian Federal Cartel Prosecutor (Bundeskartellanwalt) have waived their right in relation to the Offer. The Management Board and the Supervisory Board each discussed and approved, the Management Board unanimously and the Supervisory Board unanimously with one abstention, the contents of this Statement on November 11, 2019. Active Ownership Capital intends not to accept the offer. On November 21, 2019, the German Federal Ministry of Economics and Energy (Bundesministerium für Wirtschaft und Energie) issued a clearance with regard to the offer. As of November 27, 2019, Photon Energy waived the closing condition of minimum acceptance threshold). As of January 6, 2020, all offer conditions are fulfilled.

As of October 31, 2019, the acceptance period for the takeover offer started and will end on November 28, 2019. As of November 27, 2019, the acceptance period of the offer is extended and the offer will now expire on December 12, 2019. At the end of the acceptance period on December 31, 2019, Photon secured a total of approximately 40% of the shares. The transaction is expected to complete on January 9, 2020. PricewaterhouseCoopers acted as an accountant and Latham & Watkins acted as legal advisor to PNE AG in the transaction. BNP Paribas Corporate Finance is acting as financial advisor to Morgan Stanley Infrastructure Inc., parent of Photon Energy Operations DE GmbH. PricewaterhouseCoopers acted as accountant and and Dirk Kocher of Latham & Watkins acted as legal advisors to PNE AG in the transaction. Weinberg Partners acted as financial advisor while Max Birke, York Schnorbus, and Juan Rodriguez of Sullivan & Cromwell LLP acted as legal advisors to Morgan Stanley in the transaction. Morgan Stanley acted as financial advisor to Photon Energy Operations DE GmbH. Oliver Rieckers and Rainer Krause of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisors to the managing board of PNE AG. PwC provided fairness opinion for the Management Board and the Supervisory Board of PNE AG.