Von Roll : ALTANA AG publis­hes pro­spec­tus of the public ten­der offer for all publicly held shares of Von Roll Hol­ding AG

Breitenbach/Wesel, Sep­tem­ber 8^th, 2023

ELAN­TAS GmbH ("ELAN­TAS"), a sub­si­diary of the spe­cialty che­mi­cals group ALTANA AG, has released the pro­spec­tus today for the public ten­der offer ("Offer") tar­ge­ting all publicly held shares of Von Roll Hol­ding AG ("Von Roll"; SIX: ROL), at a price of 0.86 Swiss francs net per share in cash. The preli­mi­nary announ­ce­ment of the Offer was made on August 11, 2023.

The mer­ger of ELAN­TAS and Von Roll com­bi­nes the inno­va­tive strength of the two com­pa­nies with the aim of expan­ding elec­tro­mo­bi­lity and rene­wa­ble ener­gies. Based on an exter­nal valua­tion report ("Fair­ness Opi­nion") issued by IFBC in Zurich, the Board of Direc­tors of Von Roll has unani­mously endor­sed the recom­men­da­tion for share­hol­ders to embrace the offer and ten­der their shares. The report of the Board of Direc­tors con­tai­ning the recom­men­da­tion and the ratio­nale behind it is inclu­ded in the offer pro­spec­tus. The offer pro­spec­tus inclu­ding the Board of Direc­tors' report as well as the "Fair­ness Opi­nion" are avail­able on https://transaktion.elantas.de.

The Offer Period is expec­ted to com­mence on Sep­tem­ber 25, 2023 and to end on Octo­ber 27 2023, at 16:00, CEST. The Offer is sla­ted to be com­ple­ted in Novem­ber 2023 and is sub­ject to cus­to­mary offer con­di­ti­ons, inclu­ding regu­la­tory appro­vals. A detailed indi­ca­tive time­ta­ble is deli­ne­a­ted in the Offer Prospectus.

ELAN­TAS has ent­e­red into a share purchase agree­ment with the von Finck family and ten­der agree­ments with Von Roll's manage­ment, accord­ing to which ELAN­TAS will acquire a total stake of 82.57 per­cent in Von Roll, at the sti­pu­la­ted offer price of 0.86 Swiss francs per share. In the span bet­ween the initial pre-announ­ce­ment of the offer and the close of the stock exchange on Sep­tem­ber 6, 2023, ELAN­TAS has addi­tio­nally acqui­red 11,2 mil­lion shares of Von Roll on the mar­ket, accoun­ting for 3,13 per­cent of the total share capital.

Taking into account the (i) shares encom­pas­sed by the share purchase agree­ment with the von Finck family, (ii) the two ten­der agree­ments, (iii) the shares acqui­red on the mar­ket, and (iv) the 1,99% tre­a­sury shares owned by Von Roll, ELAN­TAS holds a total of 313'444'063 Von Roll shares as of Sep­tem­ber 6, 2023, cor­re­spon­ding to 87,69% of the share capi­tal docu­men­ted in the com­mer­cial regis­ter. Exclu­ding the inac­tive voting rights asso­cia­ted with Von Rol­l's self-owned shares, ELAN­TAS cur­r­ently holds 87,44% of Von Rol­l's voting rights.

Fol­lowing the com­ple­tion of the offer, ELAN­TAS intends to under­take a squeeze-out and to pay com­pen­sa­tion to the share­hol­ders equi­va­lent to the offer price. Con­se­quently, the Von Roll shares are set to be delis­ted from the SIX Swiss Exchange.

About Von Roll Hol­ding AG

Foun­ded in 1823, Von Roll is one of the most tra­di­tio­nal com­pa­nies in Switz­er­land. In the course of the com­pany's history, Von Roll had to adapt several times to chan­ging mar­ket envi­ron­ments and has evol­ved from Switz­er­lan­d's lar­gest steel and iron works into a high-tech indus­trial com­pany that is dri­ving the energy revolution.

Today, Von Roll is the glo­bal mar­ket lea­der for electri­cal insu­la­tion sys­tems that are used for the lar­gest wind tur­bi­nes. It deve­lops high-per­for­mance mate­ri­als for the next genera­tion of bat­te­ries in the field of e-mobility and pro­du­ces extre­mely dura­ble light­weight com­pon­ents for the air­craft indus­try. With 14 loca­ti­ons world­wide and around 1.000 employees, the group ser­ves cus­to­mers in more than 80 countries.

About ALTANA

ALTANA is a glo­bal lea­der in true spe­cialty che­mi­cals. The Group offers inno­va­tive, envi­ron­ment­ally com­pa­ti­ble solu­ti­ons for coa­ting manu­fac­tu­rers, paint and plastics pro­ces­sors, the prin­ting and pack­a­ging indus­tries, the cos­me­tics sec­tor and the electri­cal and elec­tro­nics indus­try. The pro­duct range inclu­des addi­ti­ves, spe­cial coa­tings and adhe­si­ves, effect pig­ments, sealants and com­pounds, imp­reg­na­ting resins and var­nis­hes, and tes­ting and mea­su­ring instru­ments. ALT­ANA's four divi­si­ons, BYK Addi­ti­ves & Instru­ments, ECK­ART Effect Pig­ments, ELAN­TAS Electri­cal Insu­la­tion, and ACTEGA Coa­tings & Sealants, all occupy a lea­ding posi­tion in their tar­get mar­kets with respect to qua­lity, pro­duct solu­tion exper­tise, inno­va­tion, and service.

Head­quar­te­red in Wesel, Ger­many, the ALTANA Group has 48 pro­duc­tion sites and 63 ser­vice and rese­arch labo­ra­to­ries world­wide. Throughout the Group more around 7,000 people work to ensure the world­wide suc­cess of ALTANA. In 2022, ALTANA achie­ved sales of more than 3 bil­lion euros. Around 7 per­cent of sales are inves­ted in rese­arch and deve­lo­p­ment every year. Its high ear­ning power and high growth rate make ALTANA one of the most inno­va­tive, fas­test gro­wing, and pro­fi­ta­ble che­mi­cal com­pa­nies in the world.

www.altana.com

About ELAN­TAS

ELAN­TAS, a com­pany of ALTANA AG, pro­du­ces pro­tec­tive mate­ri­als and liquid insu­la­ting mate­ri­als for the electri­cal and elec­tro­nics indus­try. The pro­ducts are used, for example, in electric motors, house­hold app­li­an­ces, cars, gene­ra­tors, wind tur­bi­nes, trans­for­mers, capa­ci­tors, lights, and sen­sors, and sup­port pro­duct deve­lo­pers in buil­ding ever smal­ler and more power­ful electri­cal and elec­tro­nic devices, thus saving mate­rial as well as energy. At the same time, the pro­ducts help to extend the life cycle of electri­cal and elec­tro­nic com­pon­ents. ELAN­TAS is repre­sen­ted by twelve manu­fac­tu­ring com­pa­nies in all major regi­ons world­wide and employed a total of 1,083 people in 2022.

www.elantas.de

Press con­tact:

Kent Gaert­ner

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* This media release con­tains infor­ma­tion based on the cur­rent state of know­ledge. Unfo­re­see­able risks and influ­en­ces may cause devia­ti­ons from the state­ments made. For more detailed infor­ma­tion on the com­pany and its busi­ness per­for­mance, please refer to the annual report and the half-year report of Von Roll Hol­ding AG. These can be down­loa­ded digi­tally at https://www.vonroll.com/.

The offer descri­bed in this press release (the Offer) is not being made and will not be made, directly or indi­rectly, in or into, or by use of the mails of, or by any means or instru­men­ta­lity of inter­state or for­eign com­merce of, or of any faci­li­ties of a natio­nal secu­ri­ties exchange of, the United Sta­tes or to any U.S. Per­son. This inclu­des, but is not limi­ted to, facsi­mile trans­mis­sion, elec­tro­nic mail, telex, tele­phone, the inter­net and other forms of elec­tro­nic com­mu­ni­ca­tion. Accord­in­gly, copies of the docu­ments and mate­ri­als rela­ting to the Offer and any other docu­ments or mate­ri­als rela­ting to the Offer are not being, and must not be, directly or indi­rectly, mai­led or other­wise trans­mit­ted, dis­tri­bu­ted or for­war­ded (inclu­ding, without limi­ta­tion, by cus­to­di­ans, nomi­nees or trus­tees) in or into the United Sta­tes or to a U.S. Per­son and secu­ri­ties can­not be ten­de­red in the Offer by any such use, means, instru­men­ta­lity or faci­lity or from or wit­hin or by per­sons loca­ted or resi­dent in the United Sta­tes or by any U.S. Per­son. Any pur­por­ted ten­der of secu­ri­ties in the Offer resul­ting directly or indi­rectly from a vio­la­tion of these restric­tions will be inva­lid and any pur­por­ted ten­der of secu­ri­ties made by a per­son loca­ted in the United Sta­tes, a U.S. Per­son, by any per­son acting for the account or bene­fit of a U.S. Per­son, or by any agent, fidu­ciary or other inter­me­di­ary acting on a non-dis­cre­tio­nary basis for a princi­pal giving inst­ruc­tions from wit­hin the United Sta­tes will be inva­lid and will not be accepted.

Each hol­der of secu­ri­ties par­ti­ci­pa­ting in an Offer will be requi­red to repre­sent that it is not a U.S. Per­son and is not acting for the account or bene­fit of a U.S. Per­son, is not loca­ted in the United Sta­tes and is not par­ti­ci­pa­ting in such Offer from the United Sta­tes, or it is acting on a non-dis­cre­tio­nary basis for a princi­pal loca­ted out­side the United Sta­tes that is not giving an order to par­ti­ci­pate in such Offer from the United Sta­tes and who is not a U.S. Per­son. As used in this docu­ment, "United Sta­tes" means the United Sta­tes of Ame­rica, its ter­ri­to­ries and pos­ses­si­ons (inclu­ding Puerto Rico, the U.S. Vir­gin Islands, Guam, Ame­ri­can Samoa, Wake Island and the Nort­hern Mariana Islands), any state of the United Sta­tes of Ame­rica and the District of Colum­bia. The Offeror reser­ves the right, in its sole dis­cre­tion, to reject as inva­lid any accep­t­an­ces of the Offer by hol­ders who are unable to pro­vide the above representations.

Neit­her this press release nor the Offer is not being made by, and has not been appro­ved by, an aut­ho­ri­zed per­son for the pur­po­ses of sec­tion 21 of the Finan­cial Ser­vices and Mar­kets Act 2000. In the United King­dom ("U.K.")."), this press release and any other docu­ments rela­ting to the Offer is/will be direc­ted only at per­sons (i) who have pro­fes­sio­nal expe­ri­ence in mat­ters rela­ting to invest­ments fal­ling wit­hin Arti­cle 19(5) of the Finan­cial Ser­vices and Mar­kets Act 2000 (Finan­cial Pro­mo­tion) Order 2005 (the "Order"), (ii) fal­ling wit­hin arti­cle 49(2)(a) to (d) ("high net worth com­pa­nies, unin­cor­po­ra­ted asso­cia­ti­ons, etc. ") of the Order or (iii) who are not aut­ho­ri­zed per­sons.") of the Order or (iii) to whom an invi­ta­tion or indu­ce­ment to engage in invest­ment acti­vity (wit­hin the mea­ning of sec­tion 21 of Finan­cial Ser­vices and Mar­kets Act 2000) in con­nec­tion with the offer to purchase secu­ri­ties may other­wise law­fully be com­mu­ni­ca­ted (all such per­sons tog­e­ther being refer­red to as "rele­vant per­sons"). No com­mu­ni­ca­tion in respect of the Offer must be acted on or relied on by per­sons who are not rele­vant per­sons. The Offer, any invest­ment or invest­ment acti­vity to which this press release rela­tes is/will be avail­able only to rele­vant per­sons and will be enga­ged in only with rele­vant persons.

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