public offer ontstanding shares Impreglon SE

public offer to strengthen worldwide market position in surface treatment

Aalberts Industries has reached an agreement on 7 July 2014 with the major shareholders of Impreglon SE (“Impreglon”), a public listed company in Germany and has decided to make a public offer on all outstanding shares. The shareholders of Impreglon are offered a consideration of EUR 14.00 in cash per share, which equals a total consideration of approximately EUR 119 million for all outstanding shares. This results in a premium of more than 21% compared to the closing price of EUR 11.55 of the Impreglon share on the XETRA stock exchange on 7 July 2014. The offer price is around 57% higher than the closing share price as at 31 December 2013 (EUR 8.93). In addition, it is decided to make a public offer in cash of EUR 132.33 plus accrued interest to the holders of convertible bonds issued by Impreglon.

The public offer for the shares and the convertible bonds is supported by two major shareholders of Impreglon, including the founder and CEO, Mr Henning J. Claassen, who have agreed to tender their shares and bonds into the offer. The shares and bonds to be tendered into the offer represent a stake of approximately 55% of all outstanding shares in Impreglon. The offer of the shares and bonds will only be executed if the public offer is successful and under the condition that at least 75% of the issued share capital (on a fully diluted basis) is tendered and the appropriate approval of the competition authorities and other approvals are obtained. The offer document will be published within four weeks.

Henning J. Claassen, founder and CEO Impreglon: “The high growth potential in the market for surface treatment can be realised much better through cooperation with Aalberts Industries, which has the ability to invest in further growth of Impreglon. Also Impreglon will have a good solid perspective looking to the future when I will retire from my activities. Due to these reasons I fully support the offer of Aalberts Industries, utilising the complementary surface technologies and market positions of both companies. Impreglon and Aalberts Industries have a comparable entrepreneurial culture and lead their operational companies in the same decentralised way where (local) entrepreneurship is important. Aalberts Industries is for Impreglon’s future the ideal strategic partner. The Board acknowledges that the offer of EUR 14.00 per share and EUR 132.33 per convertible bond is a substantial premium relating to the existing share price and levels in the past”.

Impreglon, with head office based in Lüneburg, Germany, is founded in 1983 and listed on the stock market since 2006. Impreglon is expecting annual revenues of approximately EUR 140 million in 2014 and is active worldwide in surface treatment via 31 owned production locations and 4 franchise operations in 15 countries in Europe, Eastern Europe, North America and Asia. Impreglon is mainly active in the market segments machine building, repair and revision after sales markets and to some extent in automotive. The high grade technologies used by Impreglon for surface treatment are almost completely supplemental to Aalberts Industries. Impreglon has a strong position in especially surface treatments combined with polymer which improves the resistance to wear and the sliding characteristics of components. The company also excels in thermal spray technologies, a high grade service market for the performance of partial surface treatments.

Aalberts Industries, already active in surface treatment with 26 production locations in Europe, Eastern Europe and China, and Impreglon are able to offer a more complete portfolio of surface treatment technologies to worldwide active key accounts and local customers. Both companies will benefit from the combined global service network of in total 57 worldwide production locations.

The current management of Impreglon will continue to lead the company and will closely cooperate with the surface treatment activities of Aalberts Industries. If the public offer is successful, the results of Impreglon will contribute directly to the earnings per share of Aalberts Industries.