Schrobenhausen - BAUER Aktiengesellschaft (ISIN DE0005168108) announces that the lawsuits filed by shareholders are no longer obstacles to the implementation of the capital increase resolved by the company's Annual General Meeting on November 18, 2022 and the entry of the capital measure in the commercial register.
With regard to the action for rescission and nullity brought by shareholders and the approval procedure initiated by the company, the Munich I Regional Court today determined that a court settlement had been reached. This obliges BAUER Aktiengesellschaft to set up stock exchange trading in subscription rights in order to give the shareholders the opportunity to realize any proceeds from subscription rights and to have the correctness and completeness of the information held by the shareholders relevant to the capital increase resolution checked neutrally at the time of the general meeting. In addition, the plaintiff and the company have agreed that it would be advantageous to sell all new shares not purchased from other shareholders of the defendant, which have not been taken over after priority acquisition by SD Thesaurus GmbH in accordance with the subscription and acquisition agreement, first to offer the other shareholders of the defendant for acquisition as part of an oversubscription offer and then to place any remaining shares with other investors. The mutual court proceedings have thus ended by mutual agreement on the basis of this settlement.
BAUER Aktiengesellschaft therefore assumes that the capital increase can now be carried out in a timely manner - subject to the approval of the necessary addendum to the securities prospectus of December 8, 2022 by the Federal Financial Supervisory Authority (BaFin). The company will announce further details on the capital increase, taking into account the settlement agreement, in the publication of the subscription offer.
Important instructions
This announcement does not constitute an offer to sell or a solicitation to buy or subscribe for any securities.
This announcement is not a prospectus. Prospective investors should base their investment decision regarding the securities mentioned in this announcement solely on the information contained in the prospectus (including any supplement thereto) prepared by the Company in connection with the public offering of these securities. Copies of this securities prospectus will be available, after approval by the Federal Financial Supervisory Authority (BaFin) and its publication, from BAUER Aktiengesellschaft, Schrobenhausen, Germany, and for viewing in electronic form on the company's website can be obtained free of charge.
This announcement is not an offer of securities for sale in the United States of America. Securities may not be sold or offered for sale in the United States of America subject to prior registration or an exemption from registration under the US Securities Act of 1933, as amended (the 'Securities Act'). If a public offering of securities were to take place in the United States of America, such offering would be made on the basis of a securities prospectus that investors could obtain from the Company. This prospectus would contain detailed information about the Company and its management, as well as the Company's financial information.
Outside of Germany, this announcement is only addressed to persons in member countries of the European Economic Area ('EEA') and is intended solely for persons in member countries of the EEA who are 'qualified investors' within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as amended.
In the United Kingdom, this information may only be distributed and is intended only for (i) professional investors within the meaning of Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order' ), (ii) high net worth companies falling within Article 49(2)(a)-(d) of the Order, or (iii) other persons to whom such information may lawfully be communicated (any such person are collectively referred to herein as 'Relevant Persons'). The Securities are available only to Relevant Persons and any invitation to subscribe for, purchase or otherwise acquire such Securities, or any offer or agreement to do so, will be entered into only with Relevant Persons. Each person, Subject to certain exemptions under the Securities Act, the securities referred to in this announcement may not be sold or offered for sale in Australia, Canada or Japan, or to or for the account of any person who is resident or resident in Australia, Canada or Japan.
Some of the information in this announcement may contain forecasts or other forward-looking statements regarding future events or the future financial condition of the company. Forward-looking statements can be identified using terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will', 'could', 'can' or 'may' or the negative recognize the use of these terms or similar expressions. We caution you that these statements are only predictions and actual events or results may differ materially. We do not intend to update these statements to reflect events or circumstances occurring after the date of this announcement, or to reflect the occurrence of unforeseen events. Numerous factors, including but not limited to general economic conditions, our competitive environment, the risks inherent in our industry and many other risks particularly related to the Company and its business operations, could cause actual results to differ materially from those projected in our projections or forward-looking statements contained differ.
Contact:
Christopher Wolf
Tel: +49 8252 97-1797
Email: investor.relations@bauer.de
BAUER AG 
