Pfeiffer Vacuum Technology AG: Pfeiffer Vacuum Technology AG is Entering into a Domination and Profit and Loss Transfer Agreement with Pangea GmbH

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Pfeiffer Vacuum Technology AG is Entering into a Domination and Profit and Loss Transfer Agreement with Pangea GmbH

• Closer cooperation with the Busch Group strengthens the position as a leading global manufacturer of vacuum solutions
• The agreement allows faster processes in projects that are critical for success
• Cash compensation offer in the amount of EUR 133.07 per share and recurring compensation payment of EUR 7.93 gross per share for minority shareholders
• The agreement will be voted on at the Annual General Meeting on May 2, 2023

Asslar, March 14, 2023. Today, with the approval of the Supervisory Board, Pfeiffer Vacuum Technology AG (Pfeiffer Vacuum) has entered into a domination and profit and loss transfer agreement in accordance with §§ 291 et seq. German Stock Corporation Act (AktG) between Pfeiffer Vacuum as the controlled company and Pangea GmbH (Pangea) as the controlling company. The purpose of the agreement is to further simplify the already close cooperation between Pfeiffer Vacuum and the Busch Group, and to improve the internal exchange of information within the group.

“With this agreement, we are establishing the necessary legal basis for closer and more effective cooperation with the Busch Group”, explains Dr. Britta Giesen, CEO of Pfeiffer Vacuum Technology AG. “We have been working together in the fields of procurement, IT, sales and R&D since 2019, and have already achieved tangible results, despite certain regulatory hurdles. These hurdles have tied up resources, however, and slowed down the implementation of some measures. We are convinced that in the future, we will further leverage the potential inherent in our collaboration and jointly expand our product portfolios as well as international reach.”

Sami Busch, Co-CEO of Busch SE, comments: “Signing the domination and profit and loss transfer agreement is an important step toward achieving even closer cooperation between the Busch Group and Pfeiffer Vacuum. The agreement makes it possible to accelerate processes and thus further strengthen the world leading position of the two companies in a competitive market environment. If the proposal is agreed at the Annual General Meeting, we will offer shareholders a cash compensation or a recurring compensation payment, in-line with the statutory regulations. We look forward to the next chapter in the successful cooperation with the management team and all the employees at Pfeiffer Vacuum.”

The domination and profit and loss transfer agreement requires the approval of the Annual General Meeting of Pfeiffer Vacuum, which is scheduled for May 2, 2023, in Frankfurt am Main, and the approval of the Shareholders’ Meeting of Pangea, which is due to take place on April 28, 2023. Pangea, a 100-percent subsidiary of Busch SE, currently holds 62.7% of the shares in Pfeiffer Vacuum. A further 0.96% of the shares are held by Busch SE.

In the domination and profit and loss transfer agreement, Pangea offers the minority shareholders of Pfeiffer Vacuum a cash compensation offer in accordance with § 305 German Stock Corporation Act (AktG) in the amount of EUR 133.07 per share. This amount exceeds the value of EUR 125.70 per share that was calculated for Pfeiffer Vacuum by the independent valuation expert Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, (Ebner Stolz) on the basis of the IDW S1 company evaluation standard and was confirmed by the court-appointed contract auditor I-Advise AG, Düsseldorf, (I-Advise), by 5.86%. At the same time, the cash compensation corresponds exactly to the volume-weighted average share market price of the Pfeiffer Vacuum share of EUR 133.07, as calculated by the Federal Financial Supervisory Authority (BaFin) in the relevant three-month period up to and including November 5, 2022. In accordance with § 304 German Stock Corporation Act (AktG), the domination and profit and loss transfer agreement also provides for a recurring compensation payment for the outside shareholders in the amount of EUR 7.93 gross per share, i.e. EUR 7.32 net at the current rate of taxation.

The domination and profit and loss transfer agreement, and the joint report of Pfeiffer Vacuum’s Management Board and the management of Pangea relating to the agreement, including the expert opinion from Ebner Stolz and the audit report from the court-appointed auditor I-Advise, will be published online together with the convening of Pfeiffer Vacuum’s Annual General Meeting in the next few days at https://group.pfeiffer-vacuum.com/agm

Contact

Pfeiffer Vacuum Technology AG
Investor Relations
Heide Erickson
T +49 6441 802 1360
Heide.Erickson@pfeiffer-vacuum.com

About Pfeiffer Vacuum

Pfeiffer Vacuum (stock exchange symbol PFV, ISIN DE0006916604) is one of the world’s leading providers of vacuum solutions. In addition to a full range of hybrid and magnetically levitated turbopumps, the product portfolio comprises backing pumps, leak detectors, measurement and analysis devices, components as well as vacuum chambers and systems. Ever since the invention of the turbopump by Pfeiffer Vacuum, the company has stood for innovative solutions and high-tech products in the analytical, industrial, research & development, semiconductor and future technologies markets. Founded in 1890, Pfeiffer Vacuum is active throughout the world today. The company employs a workforce of some 4,000 people and has more than 20 sales and service companies as well as 10 manufacturing sites worldwide.

For more information, please go to: group.pfeiffer-vacuum.com