- Reasoned Statement according to section 27 Takeover Act published
- Total amount of the consideration for shareholders is adequate
- Intentions of the Bidder as the formation of a Strategic Partnership are positive
Cuxhaven, 11 November 2019. Today, the Board of Management and the Supervisory Board of PNE AG have published their joint reasoned statement in accordance with section 27 of the German Securities Acquisition and Takeover Act regarding the voluntary public takeover offer by Photon Management GmbH to all shareholders of PNE AG. Photon Management GmbH ("Bidder"), an affiliate of funds managed and advised by Morgan Stanley Infrastructure Inc. and part of Morgan Stanley's global private infrastructure investment platform, Morgan Stanley Infrastructure Partners ("MSIP"), announced on 10 October 2019 its intention to make a public takeover offer for PNE AG at a price of EUR 4.00 per share in cash. Subsequently, it published the respective offer document on 31 October.
In accordance with their respective own examination performed independently of one another, the Board of Management and the Supervisory Board believe that the total amount of the consideration which is based on the offer price per PNE share is adequate. The consideration in the view of the Board of Management and the Supervisory Board, appropriately reflects the value of the Company at the present time – i.e. also taking into account the current overall regulatory, geopolitical and macro-economic situation. In addition, the Board of Management and the Supervisory Board consider the intentions of the Bidder stated in the offer document concerning the Company’s future business operations and in particular the formation of a Strategic Partnership (as defined in Section 8.1(b) of the offer document) as positive. The Board of Management and the Supervisory Board therefore support the Bidder’s offer, which they consider to be in the best interest of the Company. On the basis of the careful review and the explanations made in its reasoned statement, the Board of Management and the Supervisory Board recommend that the PNE shareholders accept the offer.
Orderly process
Within an orderly process, both the Board of Management and the Supervisory Board met at all times their duties towards the company, the shareholders of PNE and further stakeholders to the fullest extent. Neither the Board of Management nor the Supervisory Board actively invited offers for shareholders. MSIP has made an offer to the shareholders of PNE. Prior to this offer, MSIP approached the Board of Management and the Supervisory Board concerning a potential offer to PNE shareholders. Safeguarding the interests of both the company and in particular of the shareholders and further stakeholders, the Board of Management and the Supervisory Board entered into a dialogue with MSIP in order to negotiate for an as advantageous takeover offer as possible. On 26 August 2019 PNE confirmed talks with MSIP about a potential takeover in an ad-hoc release. PNE also asked for external support in this process from experts specialized in takeover situations. Within this frame, the Board of Management and the Supervisory Board set up an orderly process, which included confidential talks before and after the ad-hoc release with further potential prospective investors. Furthermore, the Board of Management explored the interest of various parties, including the companies mentioned in the press following the ad-hoc release. Overall, these talks did not result in offers competing with the offer by MSIP.
The fully reasoned statement by the Board of Management and the Supervisory Board is published on the company's website https://ir.pne-ag.com/en/share/#section220.