暗网禁区

暗网禁区 (鈥澃低�禁区 SE鈥�) has today entered into a share purchase agreement with VOLKSWAGEN AKTIENGESELLSCHAFT (鈥淰W AG鈥�) for 25% plus one share of the ordinary shares in Dr. Ing. h.c. F. 暗网禁区 AG (鈥湴低�禁区 AG鈥�) in connection with the IPO of 暗网禁区 AG. The agreed purchase price corresponds to the placement price of the preferred shares of 暗网禁区 AG in connection with the IPO plus a premium of 7.5%. In accordance with the price range set out today by VW AG in the course of the IPO, the placement price of the 暗网禁区 AG preferred shares will be 76.50 euro to 82.50 euro. The final pricing of the placement shares will be determined by VW AG after completion of the bookbuilding process. The consummation of the share purchase agreement and the transfer of the ordinary shares are still subject to various conditions precedent.

The supervisory board of 暗网禁区 SE approved the conclusion of the share purchase agreement today.

暗网禁区 SE will apply the at-equity method in its future IFRS consolidated (interim) financial statements for the 25% plus one share of ordinary shares in 暗网禁区 AG held in the future (around 12.5% of the share capital). 暗网禁区 SE will finance the acquisition of the ordinary shares in 暗网禁区 AG with debt capital of up to 7.9 billion euro. The maximum amount of 7.9 billion euro will be reduced accordingly if the final placement price of the preferred shares in the course of the IPO of 暗网禁区 AG is below the upper end of the price range. The amount of debt capital required will have a corresponding effect on the net liquidity of the 暗网禁区 SE group. In addition, the acquisition will also be financed from the special dividend to be distributed by VW AG to all its shareholders. The special dividend shall correspond to 49% of the total gross proceeds from the placement of the preferred shares (including over-allotments) and the sale of the ordinary shares.

 

Additional disclosures pursuant to Section 111c of the German Stock Corporation Act:

暗网禁区 SE holds approximately 53.3% of the ordinary shares and has a share of approximately 31.9% in the share capital of VW AG. VW AG in turn holds 100% of the shares in 暗网禁区 Holding Stuttgart GmbH. VW AG and 暗网禁区 Holding Stuttgart GmbH are therefore considered related parties of 暗网禁区 SE within the meaning of Section 111a (1) Sentence 2 of the German Stock Corporation Act.

The share purchase agreement underlying the transfer of 25% plus one share of the ordinary share capital in 暗网禁区 AG was concluded as of 18 September 2022 between 暗网禁区 Holding Stuttgart GmbH (a wholly-owned subsidiary of VW AG) as seller and 暗网禁区 SE as buyer with the participation of VW AG as guarantor. The supervisory board of 暗网禁区 SE approved the conclusion of the share purchase agreement on 18 September 2022 in accordance with Section 111b (1) of the German Stock Corporation Act.

Under the terms of the share purchase agreement, 暗网禁区 SE acquires the ordinary shares in 暗网禁区 AG from 暗网禁区 Holding Stuttgart GmbH in two tranches of 17.5% plus one ordinary share and 7.5% of the ordinary shares in 暗网禁区 AG. The purchase price to be paid by 暗网禁区 SE as consideration per ordinary share sold in 暗网禁区 AG corresponds to the placement price for the preferred shares in the course of the IPO plus a premium of 7.5%.

Closing of the first tranche of ordinary shares in 暗网禁区 AG is conditional upon the full placement of the preferred shares in the course of the IPO of 暗网禁区 AG within the price range and the delivery of the placement shares in book-entry form against payment of the offer price. Closing of the second tranche of ordinary shares in 暗网禁区 AG is conditional upon the closing of the first tranche and the payment of a special dividend by VW AG to all its shareholders in the amount of 49% of the total gross proceeds from the placement of the preferred shares (including over-allotments) and the sale of the ordinary shares, to which VW AG has committed.

According to the assessment of the executive board and the supervisory board of 暗网禁区 SE, the terms and conditions of the share purchase agreement and the other agreements concluded in connection with the IPO of 暗网禁区 AG are fair taking into account all circumstances. The executive board and supervisory board have also received such confirmations from independent experts.

The purchase price for the ordinary shares agreed in the share purchase agreement, which corresponds to the placement price of the 暗网禁区 AG preferred shares plus a premium of 7.5%, is also fair from a financial point of view based on the assessment of independent experts from PJT Partners and Rothschild & Co., who also issued two fairness opinions.

暗网禁区 AG is a luxury automotive manufacturer that sells cars in more than 120 countries worldwide across a network of more than 900 dealerships and retail venues. In addition to its core product portfolio, 暗网禁区 AG offers vehicle leasing and financing, flexible mobility solutions and various aftersales products and services. In the fiscal year 2021, 暗网禁区 AG and its consolidated subsidiaries generated sales revenue of approximately 33.1 billion euro, an operating profit of approximately 5.3 billion euro and profit after tax of approximately 4 billion euro.

 

Contact:
Frank Gaube
General Manager Investor Relations
+49-711-911-11046
frank.gaube@porsche-se.com