- Publication of Management and Supervisory boards’ Joint Reasoned Statement
- Offer price of EUR 26 per va-Q-tec share with attractive premium of 98% in relation to va-Q-tec’s volume-weighted average share price over the past three months until 9 December 2022
- Management and Supervisory boards welcome the business strategy the Bidder envisages for va-Q-tec post-transaction
- Acceptance period expected to run until 16 February 2023
Würzburg, 25 January 2023 In accordance with the requirements of the German Securities Acquisition and Takeover Act (WpÜG), the Management and Supervisory boards of va-Q-tec AG (“va-Q-tec”) have today issued their Joint Reasoned Statement on the voluntary public takeover offer of Fahrenheit AcquiCo GmbH (“Bidder”) for the shares (ISIN DE0006636681 / WKN 663668) of va-Q-tec. The Bidder is a holding company controlled by EQT X Fund (“EQT Private Equity”). After careful and thorough examination of the offer document published on 16 January 2023, the Management and Supervisory boards recommend that the shareholders of va-Q-tec accept the offer.
The founding families of va-Q-tec (“Founding Families”) including the Chief Executive Officer, who hold approximately 26% of the shares in va-Q-tec, have already agreed on a partnership with EQT Private Equity. For this reason, the founding families will contribute their shares to the Bidder at the same value per share and thereby continue to hold a long-term and substantial interest in the new structure and will continuously contribute to the development of the Company. The Chief Financial Officer and all members of the Supervisory Board will also support the offer with the shares they hold.
The Management and Supervisory boards are of the opinion that the offer satisfies the interests and objectives of va-Q-tec, the shareholders of va-Q-tec as well as the employees within va-Q-tec Group to a significant extent. For this reason, they welcome and support the Bidder’s offer as set forth in the offer document. Accordingly, in the opinion of the Management and Supervisory boards and taking into account the fairness opinion prepared by financial advisor ParkView Partners GmbH, the offer price of EUR 26.00 per va-Q-tec share is fair from a financial perspective and corresponds to an attractive premium of 98% in relation to the volume-weighted average price of the va-Q-tec share over the past three months up until 9 December 2022. Furthermore, the Management and Supervisory boards also welcome the Bidder’s intention, as set forth in the offer document, to strengthen va-Q-tec’s business areas in the field of TempChain solutions for the safe transport of pharmaceutical products as well as in the field of thermal energy efficiency and thermoboxes in a global, competitive environment by implementing the transaction.
In accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Joint Reasoned Statement of the Management and Supervisory boards of va-Q-tec has been published on the Internet on the website of va-Q-tec at https://va-q-tec.com/ under the heading “Investor Relations” in German and is also provided in a non-binding English translation. Only the German version is binding. Copies of the Joint Reasoned Statement are also available free of charge from va-Q-tec, Investor Relations, Alfred-Nobel-Strasse 33, 97080 Würzburg, Germany, telephone: +49 (0) 931 35942 – 297, fax: +49 (0) 931 35942 – 10 (orders by e-mail to [email protected] with full postal address or e-mail address).
The acceptance period commenced with the publication of the offer document on 16 January 2023 and is expected to end on 16 February 2023 at 24:00 hours (CET). All relevant details regarding the acceptance of the offer are set out in the offer document, which is available on the Bidder’s website: http://www.offer-eqt.com. Shareholders should contact their depositary bank directly in order to tender their shares in the takeover offer.
Only the Management and Supervisory boards’ reasoned opinion is authoritative. The information in this press release does not constitute an explanation of, or an amendment to, statements contained in the opinion.
va-Q-tec is a pioneer in highly efficient products and solutions in the area of thermal insulation and TempChain logistics. The company develops, produces and markets highly efficient and consequently thin vacuum insulation panels (VIPs), as well as phase change materials (PCMs) for reliable and energy-efficient temperature controlling. va-Q-tec deploys this key thermal technology in order to produce passive thermal packaging systems (containers and boxes) that maintain constant temperatures, depending on type, for up to 200 hours without external energy input. In order to implement temperature-sensitive logistics chains, va-Q-tec – within a global partner network – operates a fleet of rental containers and boxes meeting demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility. The high-growth company, which was founded in 2001, is based in Würzburg, Germany.
Further information: www.va-q-tec.com,
Follow va-Q-tec on Twitter: @vaQtec, LinkedIn: linkedin.com/company/va-Q-tec
EQT is a global investment organization with more than EUR 114 billion in assets under management in two business areas – Private Capital and Real Assets. EQT funds have investments in companies in Europe, Asia and America. EQT supports portfolio companies on their path to achieving sustainable growth, operational excellence and market leadership.
Further information: www.eqtgroup.com
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This release contains statements about the future development of va-Q-tec. These forward-looking statements are based on the Management Board’s current expectations, assumptions and forecasts, and the information currently available to the Management Board, and have been prepared to the best of its knowledge and belief. No guarantee or liability can be assumed for the occurrence of the future developments and results mentioned in relation to such forward-looking statements. Rather, future developments and results depend on various factors. These entail risks and uncertainties that are beyond va-Q-tec’s control and are based on assumptions that may prove to be incorrect. Notwithstanding legal requirements to adjust forecasts, va-Q-tec assumes no obligation to update the forward-looking statements contained in this release.
 The date on which the ad hoc announcement concerning the expected near-term completion of the business combination agreement was published.