DGAP-Adhoc: Announced mandatory offer from Orpheus Capital

M.A.X. Automation AG / Key word(s): Miscellaneous 18.11.2015 10:40 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc notification pursuant to Sec. 15 WpHG (German Securities Trading Act) M.A.X. Automation AG, Breite Straße 29-31, 40213 Düsseldorf SIN: 658090/ISIN: DE 0006580905 [Frankfurt Stock Exchange - Regulated Market] Announced mandatory offer from Orpheus Capital II GmbH & Co. KG Düsseldorf, November 17, 2015 - The Management Board of M.A.X. Automation AG (DE0006580905) (hereinafter the "Company") was informed today that one of its shareholders, Orpheus Capital II GmbH & Co. KG (Hamburg), has surpassed the threshold of 30% of the voting rights in the Company just slightly by purchasing additional shares and thereby gained control of the Company pursuant to Section 35, Para. 1 in conjunction with Section 29, Para. 2 of the German Securities Acquisition and Takeover Act (WpÜG). Orpheus Capital II GmbH & Co. KG currently holds 8,038,356 voting rights out of a total of 26,794,415 voting rights in the Company (which corresponds to 30.0001% of the voting rights). As the Company was also informed, Orpheus Capital II GmbH & Co. KG will be submitting and publishing a mandatory offer in accordance with Section 35, Para. 2 of the German Securities Acquisition and Takeover Act (WpÜG) to all of the Company's shareholders for all shares in the Company after the publication of the offer document has been approved by the Federal Financial Supervisory Authority (BaFin). It intends to offer the shareholders of M.A.X. Automation AG a cash amount of EUR 5.30 per share for the shares they hold. As the Company has also been informed, the following persons have acquired direct control of the Company through the aforementioned control acquisition by Orpheus Capital II GmbH & Co. KG on November 17, 2015, pursuant to Section 30, Para. 1, Sentence 1, No. 1 in conjunction with Section 2, Para. 6 of the German Securities Acquisition and Takeover Act (WpÜG): 1. Orpheus Capital II Management GmbH: Orpheus Capital II Management GmbH, Hamburg, registered in the commercial register of the Local Court of Hamburg under HRB 108883, is the personally liable Managing Partner of Orpheus Capital II GmbH & Co. KG. The voting rights of Orpheus Capital II GmbH & Co. KG of 8,038,356 bearer shares of M.A.X. Automation AG pursuant to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities Acquisition and Takeover Act (WpÜG) are allocated to it in full. This corresponds to 30.0001% of the voting rights of M.A.X. Automation AG. 2. Günther Holding GmbH: Günther Holding GmbH, Hamburg, registered in the commercial register of the Local Court of Hamburg under HRB 98520, is the sole limited partner of Orpheus Capital II GmbH & Co. KG and the sole shareholder of the personally liable Managing Partner of Orpheus Capital II GmbH & Co. KG. It is allocated with the voting rights of Orpheus Capital II GmbH & Co. KG from 8,038,356 bearer shares of M.A.X. Automation AG pursuant to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities Acquisition and Takeover Act (WpÜG) in full. This corresponds to 30.0001% of the voting rights of M.A.X. Automation AG. 3. Günther GmbH: Günther GmbH, Bamberg, registered in the commercial register of the Local Court of Bamberg under HRB 5076, holds a share of approximately 85.94% of the share capital and the voting rights of Günther Holding GmbH. It is allocated with the voting rights of Orpheus Capital II GmbH & Co. KG from 8,038,356 bearer shares of M.A.X. Automation AG pursuant to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities Acquisition and Takeover Act (WpÜG) in full. This corresponds to 30.0001% of the voting rights of M.A.X. Automation AG. 4. Mr. Oliver Jaster: Mr. Oliver Jaster, Bamberg, holds the majority of the share capital and the voting rights of Günther GmbH. It is allocated with the voting rights of Orpheus Capital II GmbH & Co. KG of 8,038,356 bearer shares of M.A.X. Automation AG pursuant to to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities Acquisition and Takeover Act (WpÜG) in full. This corresponds to 30.0001% of the voting rights of M.A.X. Automation AG. Orpheus Capital II GmbH & Co. KG has informed us that the publication pursuant to Section 35, Para. 1 in conjunction with Section 10, Para. 3 of the German Securities Acquisition and Takeover Act (WpÜG) will also be made on behalf of Orpheus Capital II Management GmbH, Günther Holding GmbH, Günther GmbH and Mr. Oliver Jaster for the allocation reasons listed under paragraphs 1-4 above. After reviewing the document that has yet to be published, the Management and Supervisory Board of M.A.X. Automation AG will issue a recommendation concerning the mandatory offer made by Orpheus Capital II GmbH & Co. KG in accordance with their legal obligations. Contact: M.A.X. Automation AG, Breite Straße 29-31, 40213 Düsseldorf, Phone: +49 (0)211 90991-0 18.11.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: M.A.X. Automation AG Breite Straße 29-31 40213 Düsseldorf Germany Phone: +49 (0)211 90991-0 Fax: +49 (0)211 90991-11 E-mail: Investor.Relation@maxautomation.de Internet: www.maxautomation.de ISIN: DE0006580905 WKN: 658090 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------