DGAP-News: EDAG Engineering Group AG to place shares at the

DGAP-News: EDAG Engineering Group AG / Key word(s): IPO EDAG Engineering Group AG to place shares at the issue price of EUR 19.00 per share: offering several times oversubscribed 02.12.2015 / 08:50 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE OR PUBLICATION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. EDAG Engineering Group AG to place shares at the issue price of EUR 19.00 per share: offering several times oversubscribed - Issuance volume of EUR 191.2 million (assuming full exercise of the greenshoe option) - Free float of 36.75%(assuming full exercise of the greenshoe option) - majority shareholder ATON retains an interest in EDAG as long-term anchor shareholder - Trading in the shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange Arbon, 2 December 2015. EDAG, an independent engineering services provider to the global automotive industry, has successfully completed its initial public offering (IPO). Together with the underwriters, EDAG set the issue price at EUR 19.00 per share. The offer was substantially oversubscribed at the issue price. 10,062,500 offered shares (including the overallotment shares) were placed in the offering. As a result, the total issuance volume of the EDAG IPO (assuming full exercise of the greenshoe option) amounts to EUR 191,187,500. ATON GmbH, the previous sole owner of EDAG, will receive the gross proceeds of the offering. ATON intends to keep a significant shareholding in EDAG in order to continue shaping the strategic development of the company long-term and supporting its growth. "We are extremely pleased with the high demand for EDAG shares," says Thomas Eichelmann, CEO of ATON GmbH and chairman of the board of directors of EDAG. "The strong international interest from many investors confirms that the market shares our belief in EDAG's growth potential. Our priority over the past years has been to shift the focus of the company on the automotive sector and advanced technologies. During that time, we have grown profitably and continued to expand EDAG's international footprint. We can now press on with this growth strategy as a listed company. EDAG is optimally positioned today to take a leading role in a potential consolidation of the engineering services market." Assuming a full exercise of the greenshoe option, around 36.75 percent of the total 25 million shares will be in free float. The majority of shares have been placed internationally with institutional investors. EDAG employees received shares with a total value of about EUR 4.3 million via a dedicated employee stock ownership scheme and shares with a total value of about EUR 16.6 million have been placed with an affiliate of the selling shareholder, subject to a lock-up commitment. The selling shareholder, ATON GmbH, has committed to not sell additional EDAG shares and to not carry out any capital increase or similar corporate measures for a period of six months from the first day of trading without approval of the joint global coordinators. The shares of the company start trading today in the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The international securities identification number (ISIN) is CH0303692047, and the German securities code number (WKN) is A143NB. Press enquiries Nina Rosen Tel: +(49) 0611- 7375 370 eMail: nina.rosen@edag.de About EDAG EDAG is an independent engineering services provider for the global automotive industry. The company serves leading domestic and international vehicle OEMs and sophisticated automotive suppliers through a global network of 57 locations in important automotive centres worldwide. EDAG offers complementary engineering services in the Vehicle Engineering, Electrics/Electronics and Production Solutions segments. Based on these extensive capabilities, EDAG can support its clients along the entire value chain from the original design idea to product development and prototype construction and all the way to the delivery of turnkey production systems. As a technology and innovation leader, EDAG also operates established competence centres that design landmark technologies for future applications in the automotive industry, i.e. lightweight construction, electric mobility, car IT and new production technology. In the financial year 2014, EDAG generated Core Revenue(1) of EUR 634.7 million and an Adjusted Core EBIT(2) of EUR 53.2 million. As at 30 September 2015, 8,063 employees (including apprentices) worked for EDAG in 19 countries. ------------------------ 1 Core Revenues represent EDAG's sales revenues with third parties (excluding intersegment revenues) and changes in inventories for EDAG's three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes EDAG's Others segment. 2 Adjusted Core EBIT represents the sum of the adjusted earnings before interest and taxes for EDAG's three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions) and excludes the segment Others. Adjusted Core EBIT is adjusted for effects from purchase price allocations on a Group level. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Disclaimer This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities. This document contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of EDAG and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting EDAG such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. EDAG does not assume any obligations to update any forward-looking statements. This announcement is not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus issued by the company in connection with the offering of such shares Copies of the prospectus are available free of charge from EDAG Engineering Group AG, Schlossgasse 2, CH 9320 Arbon or on the company's website via http://ir.edag.com. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from EDAG and that would contain detailed information about the company and management, as well as financial statements. There will be no public offer of the securities in the United States of America. Subject to certain exceptions under applicable securities laws, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. --------------------------------------------------------------------------- 02.12.2015 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. 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: EDAG Engineering Group AG Schlossstrasse 2 9320 Arbon Switzerland Phone: +41 71 54433-0 E-mail: ir@edag-group.ag Internet: www.edag.com ISIN: CH0303692047 WKN: A143NB Listed: Regulated Market in Frankfurt (Prime Standard) End of News DGAP News Service --------------------------------------------------------------------------- 420303 02.12.2015