Information on the Public Delisting Offer by Elbe BidCo AG (the "Bidder") for Shareholders of ENCAVIS AG ("Encavis")

A public delisting offer in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) and the German Stock Exchange Act (Börsengesetz – "BörsG") is a process comprising several steps. Regarding KKR’s offer for Encavis, the process currently looks as follows:

Step 1: Announcement of the delisting offer
On 6 December 2024, KKR announced its intention to launch a delisting offer to shareholders of Encavis.

Step 2: Publication of offer document
Following approval by BaFin, KKR has published the offer document on 23 December 2024. The delisting offer will not be subject to a minimum acceptance threshold or any other closing conditions.

Step 3: Start of Acceptance Period
The acceptance period had commenced with the publication of the offer document on 23 December 2024 and will end on 31 January 2025 (24:00 hours local time Frankfurt am Main, Germany / 18:00 hours local time New York, USA). Following the expiration of the acceptance period, there will be no additional acceptance period.

Step 4: Reasoned statement by Encavis
Once the offer document is published, the Management Board and Supervisory Board of Encavis are legally obliged to deliver a reasoned statement (Begründete Stellungnahme) on the delisting offer. This statement is made within two weeks of publication of the offer document. The Management Board and the Supervisory Board of Encavis are fully supportive of the delisting. On 6 December 2024, the Bidder and Encavis entered into an agreement pursuant to which Encavis has agreed, subject to customary conditions, that Encavis will apply for the revocation of the admission to trading of the Encavis shares on the regulated market of the Frankfurt Stock Exchange and Hamburg Stock Exchange prior to the expiration of the acceptance period of the delisting offer and that Encavis will take all reasonable steps and actions to end any inclusion of Encavis shares in the open market (Freiverkehr). Subject to their review of the formal offer document and their fiduciary duties, the Management Board and Supervisory Board of Encavis intend to recommend the shareholders of Encavis to accept the offer. 

Step 5: Closing
Completion of the transaction, known as “closing”. The delisting offer will not be subject to any closing conditions. Closing is expected to happen in Q1 2025.

The delisting offer for all outstanding free float shares of Encavis is made at the offer price of EUR 17.50 per share, the same price as the offer price of the preceding voluntary public tender offer that was consummated on 4 December 2024.

The offer provides existing Encavis shareholders with near-term liquidity and the opportunity to realise the long-term value potential in advance.

The Management Board and the Supervisory Board of Encavis are fully supportive of the delisting and intend to recommend that all shareholders of Encavis accept the offer.

The delisting offer will not be subject to any closing conditions. Closing is expected to happen in Q1 2025. It will be consummated irrespective of how many Encavis shareholders accept the offer.

KKR may evaluate after closing whether to initiate, cause, or procure a squeeze-out of the minority shareholders of Encavis. Note that a delisting may impact remaining shareholders in their ability to sell their Encavis shares due to a considerably decreased trading volume and may no longer allow typical trading activities.

Encavis shareholders can tender their shares since the publication of the offer document on 23 December 2024. The acceptance period will end on 31 January 2025 (24:00 hours local time Frankfurt am Main, Germany / 18:00 hours local time New York, USA).

Encavis shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to the formal end of the acceptance period on 31 January 2025 (24:00 hours local time Frankfurt am Main, Germany / 18:00 hours local time New York, USA).

Encavis shareholders who wish to accept the delisting offer should contact their custodian bank or other custodian investment service provider with any questions they may have regarding acceptance of the offer and the technical aspects of settlement. Those banks and service providers were separately informed about the modalities for acceptance and settlement of the offer via Wertpapier-Mitteilungen (specialist institution for the entire securities industry) and are required to inform customers who hold Encavis shares in their securities deposit accounts about the offer and the steps required to accept it.

If Encavis shareholders want to accept the offer, they have to – customarily in one document –  

a)  submit a declaration of acceptance of the delisting offer in text form or electronically to their own custodian bank, and

b) instruct their custodian bank to effect the rebooking of the Encavis shares held in their securities deposit account for which they wish to accept the offer to ISIN DE000A40UTM4 at Clearstream Banking AG.

Declarations of acceptance not received by the respective custodian bank within the acceptance period, or received but erroneously or incompletely filled out, will not be regarded as acceptance of the delisting offer and do not entitle the respective Encavis shareholder to receive the offer consideration.

Further information on the acceptance of the delisting offer can be found in the offer document in Section 13.

No, there will be no additional acceptance period.

After the end of the acceptance period, the delisting offer cannot be accepted anymore. Further information on the acceptance period is available in Section 5 of the offer document.

Encavis shareholders who tender their shares will receive EUR 17.50 per share in cash, the same price as the offer price of the preceding voluntary public tender offer that was consummated on 4 December 2024.

The processing of the delisting offer will in principle be free of costs and expenses of the custodian banks for the Encavis shareholders who hold their Encavis shares in a securities deposit account with a custodian bank in Germany (except for the costs for transmitting the declaration of acceptance to the relevant custodian bank).

Any additional costs and expenses charged by custodian banks or foreign investment service providers and any expenses incurred outside Germany must be borne by the respective Encavis shareholders. Any taxes and levies arising from the acceptance of the delisting offer shall similarly be borne by the respective Encavis shareholder. Further information can be found in Section 13.6 of the offer document.

The offer price will be paid upon closing of the delisting offer. The delisting offer will not be subject to any closing conditions.  

Closing is expected to happen in Q1 2025.

Encavis shareholders should please contact their custodian bank.

The receipt of the offer consideration may be a taxable transaction under applicable tax laws, including those of the shareholder’s own country of residence.

It is recommended that Encavis shareholders consult independent professional advisors regarding the individual tax consequences of the acceptance of the delisting offer.

Neither the Bidder nor any persons acting jointly with the Bidder nor any of its or their directors, officers or employees accept responsibility for any tax effects on or liabilities of any person as a result of the acceptance of the delisting offer.

The offer document does not include any information in respect of taxation.

Shareholders of Encavis who do not accept the offer remain shareholders of Encavis.

KKR may evaluate after closing whether to initiate, cause, or procure a squeeze-out of the minority shareholders of Encavis.

Note that a delisting may impact remaining shareholders in their ability to sell their Encavis shares due to a considerably decreased trading volume and may no longer allow typical trading activities.

Further information can be found in Section 16 of the offer document.

Shareholders who may not want to accept the offer, don’t need to do anything.

Note, however, that a delisting may impact remaining shareholders in their ability to sell their shares due to a considerably decreased trading volume and may no longer allow typical trading activities.

Further information can be found in Section 16 of the offer document.

No, there will be no minimum acceptance threshold or other closing conditions.

The delisting offer may be accepted by all domestic and foreign Encavis shareholders in accordance with the terms outlined in the offer document and the applicable statutory provisions.

However, it should be noted that the delisting offer relates to shares in a stock corporation (Aktiengesellschaft – AG) incorporated under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such offer.

The offer will not be submitted to the review or registration procedures of any securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such securities regulator. However, acceptance of the offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions.

If you are residing in a country outside of the Federal Republic of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since Encavis is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than your country of residency.

Encavis shareholders who have their place of residence, seat or place of habitual abode in the United States of America should pay particular attention to the information contained in Section 1.2 of the offer document.

The offer document is available on the deal website at www.elbe-offer.com.

Copies of the offer document are available free of charge at UniCredit Bank GmbH, Arabellastraße 12, Munich, Germany (inquiries via email to tender-offer@unicredit.de, providing a complete mailing address or email address). 

The announcement about making copies of this offer document available free of charge in Germany and the internet address at which the publication of the offer document occurs were published on 23 December 2024 in the Federal Gazette (Bundesanzeiger).

In addition, KKR provides a non-binding English translation of the offer document, which has not been reviewed by BaFin, at www.elbe-offer.com.

After publication of the offer document, the custodian banks were informed on the offer via Wertpapier-Mitteilungen (specialist institution for the entire securities industry). Based on this publication, Encavis shareholders will be contacted by their custodian bank in this matter and should receive the relevant information and respective documents and forms directly from their custodian bank.

During the acceptance period, the Bidder is obliged to publish status notifications of its offer regularly on the offer website at www.elbe-offer.com and in the Federal Gazette (Bundesanzeiger). Up to the last week of the acceptance period, this information will be published on a weekly basis, during the final week prior to the expiration of the acceptance period daily and without undue delay after the expiration of the acceptance period.