Delisting of CropEnergies shares planned

Südzucker AG offers shareholders of CropEnergies EUR 11.50 in cash per CropEnergies share. This corresponds to a premium of 36.9 percent on the volume-weighted average price of the last six months and a premium of 69.4 percent on the last closing price of 18 December 2023. The management board of CropEnergies AG has undertaken – subject to a more detailed examination of the offer document and within the scope of legal obligations – to support a delisting and apply for revocation of the authorization of all CropEnergies shares to be traded on the regulated market of the Frankfurt Stock Exchange as soon as the delisting tender offer has been published. A delisting means that the company's shares are no longer admitted for trading and traded on a domestic regulated market or a comparable market abroad after the revocation takes effect.

The delisting results in numerous advantages for CropEnergies. Many of the legal and administrative obligations arising from the listing, which are associated with considerable costs, will no longer apply. Governance is also simplified which enables CropEnergies to act even faster and more flexibly.

Dr Stephan Meeder, CEO/CFO: „With the capacities freed up among management and employees by the delisting we will be able to realise our ambitious growth plans more efficiently in the future. CropEnergies wants to evolve from a manufacturer of renewable ethanol for fuel applications to a provider of innovations from biomass. In addition to an alternative to fossil fuels, this also includes the new business area of biobased chemicals, basic chemicals made from renewable raw materials that replace fossil raw materials in the chemical industry. The financial funding required for this can come from our own resources on the one hand, and on the other hand we continue to have access to the capital market via a strong parent company.”

The initial public offering of CropEnergies took place in September 2006. The revenue was used to finance international expansion and put the company on a broader financial footing. In the years that followed, CropEnergies successfully capitalised on the growth of the European market for renewable ethanol and became the European market leader. However, the market for ethanol in particular, as well as the commodity and energy markets in general, are affected by increasingly high volatility. The political framework conditions are also becoming increasingly complex and change constantly. CropEnergies’ long-term development opportunities and growth potential, in particular from the implementation of the strategy “Innovation from Biomass“, have not been adequately reflected in its share price and were therefore not sufficiently honoured by the stock market.

Next steps

The delisting tender offer will not be subject to any closing conditions and will not include a minimum acceptance threshold. It will be made pursuant to the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). Following approval by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) and the acceptance period for the delisting tender offer will commence. Both is expected to take place in mid-January 2024. The Management Board and Supervisory Board of CropEnergies will publish a Reasoned Opinion once the offer document has been published. Furthermore, the management board of CropEnergies has undertaken, subject to customary reservations, to apply for the delisting of the CropEnergies shares during the acceptance period of the tender offer.

Upon the delisting, the trading of the CropEnergies shares on the regulated market will terminate. This may result in a very limited liquidity and price availability for the CropEnergies shares. Shareholders of CropEnergies therefore have the opportunity to tender their shares into the delisting tender offer before termination of the stock exchange listing on the regulated market. The delisting from the regulated market will also terminate some of the comprehensive financial reporting obligations and capital market publication requirements of CropEnergies.

No statement can be made today as to whether and to what extent dividends will be paid for future financial years. This decision depends on the decisions of future Annual General Meetings.

Allen & Overy Germany is acting as legal counsel to CropEnergies. ParkView is acting as financial advisor and also prepared a fairness opinion for the CropEnergies Executive and Supervisory Boards. Deutsche Bank is acting as financial advisor and Tender Offer Agent, Gleiss Lutz is acting as legal counsel to Südzucker AG and Brunswick Group as communications advisor.

Further Information in relation to the delisting tender offer are available under the following link: www.powerofplants-offer.com. The offer document is also published here as soon as it has been approved by BaFin.