The Carlyle Group Inc. (NasdaqGS:CG) to launch a voluntary public takeover offer to acquire Schaltbau Holding AG (XTRA:SLT) from a group of shareholders for approximately €550 million on August 7, 2021. Carlyle will acquire shares at a price of €53.5 per share in cash. In the investment agreement, Carlyle gave assurance to support Schaltbau's long-term growth and investment strategy, and to preserve the existing structure and sites of the Schaltbau Group, including its workforce. Carlyle would also welcome the current Executive Board members to continue their role in the company. Schaltbau's Executive Board intends to support the offer, as it currently considers the offer to be in the best interest of the company, its shareholders, employees, customers and other stakeholders, subject to the review of the offer document and subject to its fiduciary duties. Carlyle has informed Schaltbau that they have already secured irrevocable undertakings from several existing major shareholders of the company, together representing approximately 69% of the total share capital of Schaltbau on a fully diluted basis, which have committed to tender their existing shares into the offer and to also accept the offer for all converted shares they receive upon conversion of the mandatory convertible bonds issued by Schaltbau and currently held by them. The offer will be subject to merger control and foreign direct investment conditions as well as certain customary conditions. It will not be subject to a minimum acceptance threshold. The final terms and conditions will be set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). As on August 25, 2021, Negotiations are underway between Carlyle and Schaltbau on signing a domination and profit and loss transfer agreement, which is to be approved at an extraordinary general meeting of the Schaltbau Holding AG. As of October 6, 2021, the transaction has been approved by the EU Commission. The acceptance period commences on August 25, 2021 and ends on September 22, 2021. As on September 27, 2021, the additional acceptance period for voluntary takeover offer begins on September 28, 2021 and ends on October 11, 2021. Lazard Ltd acted as financial advisor and Stephan Aubel, Martin Hitzer, Alexander Gebhardt, Maximilian Hirsch, Kai Birke, Katharina Bein, Charlotte Evers, Antonia Harbusch, Steffen Krieger, Christian Arnold and Thorsten Gayk of Gleiss Lutz acted as legal advisor to Schaltbau Holding AG. Benjamin Leyendecker and Anna Schwander of Kirkland & Ellis International LLP and Neel Sachdev of Kirkland & Ellis, Germany acted as the legal advisor for The Carlyle Group Inc. Reinhardt, Wilhelm of Gibson, Dunn & Crutcher LLP acted as legal advisor to Lazard.

The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of 78.2% stake in Schaltbau Holding AG (XTRA:SLT) from a group of shareholders for approximately €430 million on October 14, 2021. As of November 19, 2021, The German Securities Acquisition and Takeover Act, the Executive Board and the Supervisory Board of Schaltbau Holding AG issued a joint reasoned statement on the delisting offer made by Carlyle Group. The Executive Board and the Supervisory Board have carefully examined the contents of the takeover offer and are of the opinion that the delisting offer, like the preceding voluntary public takeover offer, is in the best interest of the Company, its employees and its customers. They therefore welcome and support the offer in their Reasoned Statement and recommend shareholders to accept the delisting offer. The acceptance period for the delisting offer commenced with the publication of the offer document on November 16, 2021 and ends at midnight on December 14, 2021.