News Release from Von Roll Schweiz AG

Wind Industry Profile of

Von Roll Schweiz AG

09/11/2023

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

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.

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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.