Westag & Getalit : Ad-hoc - May 23, 2018

Gethalia Foundation and Broadview Industries AG have reached an agreement on the sale of 75.50 percent of the ordinary shares of Westag & Getalit AG - announcement of a voluntary public takeover offer

Rheda-Wiedenbrück, 23 May 2018 - The Management Board of Westag & Getalit AG has been informed that the majority shareholder of Westag & Getalit AG, Gethalia Foundation, completed an agreement today with Broadview Industries AG regarding the sale of all ordinary shares held by Gethalia Foundation, amounting to 75.5 percent of the issued ordinary shares. As a result, the sale consists of 37.75 percent of all shares in Westag & Getalit AG. Broadview Industries AG is an indirect subsidiary of Broadview Holding B.V., a company based in the Netherlands.

Pursuant to Section 10 of the German Securities Acquisition and Takeover Act, Broadview Industries AG furthermore published its decision today to make a voluntary public takeover offer to all shareholders of Westag & Getalit AG to acquire their no-par bearer shares. According to the announcement, the shareholders of Westag & Getalit AG will be offered EUR 31.00 per ordinary and preference share in cash. If the settlement of the takeover offer occurs prior to the next Annual General Meeting of Westag & Getalit AG, the cash consideration in the amount of EUR 30.26 per ordinary share and EUR 30.20 per preference share will be increased by EUR 0.74 per ordinary share and EUR 0.80 per preference share to EUR 31.00 per ordinary and preference share in cash. If the settlement of the takeover offer occurs after the next Annual General Meeting of Westag & Getalit AG, the shareholders of Westag & Getalit AG will, in addition to the cash consideration in the amount of EUR 30.26 per ordinary share and EUR 30.20 per preference share in cash, receive the expected dividend for the financial year 2017 of EUR 0.74 per ordinary share and EUR 0.80 per preference share. If the dividend for the financial year 2017 is less than EUR 0.74 per ordinary share and EUR 0.80 per preference share, Broadview Industries AG will make up the difference for those shareholders who have tendered their shares as part of the takeover offer.

Furthermore, the completion of the takeover offer will be subject to merger-control approvals. However, the key terms for the offer will be set solely by the offer document that has to be published yet.

The Management Board and the Supervisory Board of Westag & Getalit AG will carefully review the offer and issue a reasoned opinion following the release of the offer documents in accordance with Section 27 of the German Securities Acquisition and Takeover Act. The Management Board is of the opinion that Broadview Industries AG is as a suitable partner for the continued long-term development of Westag & Getalit AG.

Against the background of these events, the Management Board intends to postpone the already summoned Annual General Meeting of Westag & Getalit AG from 26 June 2018 to 31 August 2018.

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