Capital Stage announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG

Capital Stage announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG

Exchange offer and capital increase in kind in conjunction with the announced voluntary public takeover offer by Capital Stage AG for all outstanding shares of CHORUS Clean Energy AG; conclusion of a Business Combination Agreement between Capital Stage AG and CHORUS Clean Energy AG as well as conclusion of tender commitment agreements with the largest shareholder and the Management Board of CHORUS Clean Energy AG

Hamburg, May 30, 2016 – Management Board and the Supervisory Board of SDAX-listed Hamburg-based solar and wind park operator Capital Stage AG (“Capital Stage“; ISIN DE0006095003) decided to offer the shareholders of CHORUS Clean Energy AG (“CHORUS”) the acquisition of all their share capital by way of a voluntary public takeover offer in the form of an exchange offer (the “Takeover Offer”). Additionally, Capital Stage and CHORUS signed today a Business Combination Agreement. At the same time, Capital Stage entered into tender agreements with certain shareholders of CHORUS, in which these shareholders undertake to accept the takeover offer of Capital Stage for their CHORUS shares (so-called “Tender Commitments”).

Public takeover offer by Capital Stage for all outstanding shares of CHORUS

Capital Stage intends to offer the shareholders of CHORUS five (5) new no-par value bearer shares of Capital Stage, each representing a pro rata amount of the registered share capital of EUR 1.00 and a right to dividends as of 1 January 2016 (the “Capital Stage Shares”) from the capital increase in kind (the “Capital Increase”), still to be resolved by the General Meeting, in exchange for every three (3) CHORUS shares tendered to Capital Stage in the context of the Takeover Offer, subject to the final determination of a minimum offer price and the final terms in the offer document.

Business Combination Agreement between Capital Stage and CHORUS

In relation to the Takeover Offer, Capital Stage and CHORUS have entered into a Business Combination Agreement on May 30, 2016 in which both companies have stipulated their current understanding in terms of the execution of the Takeover Offer and the general support of the Takeover Offer by the Management Board of CHORUS. The joint goal of the transaction is to create a leading independent operator of wind and solar parks in Germany, including asset management operations. Subject to a review of the offer document including a final review of the adequacy of the exchange ratio, the Management and Supervisory Boards of CHORUS intend to support the Takeover Offer and to recommend the CHORUS shareholders to accept the Takeover Offer.

Tender commitment agreements with the largest shareholder and the Management Board of CHORUS

Today, Capital Stage entered into Tender Commitments with Peter Heidecker, chairman of the supervisory board and largest shareholder of CHORUS, as well as the management board members of CHORUS (together referred to as the “Package Shareholders”), who own in total approximately 15% of the shares and voting rights of CHORUS. In these agreements, the Package Shareholders irrevocably undertake to tender their CHORUS shares in connection with the Takeover Offer.

Capital Increase of Capital Stage

The new Capital Stage shares under the Takeover Offer shall be created by way of a capital Increase in kind still to be resolved and excluding Capital Stage shareholders subscription rights. For the purpose of resolving the capital Increase, Capital Stage will convene an extraordinary General Meeting at short notice, presumably on July 8, 2016. At the extraordinary General Meeting, Capital Stage’s share capital shall be increased by up to EUR 46,174,916.00 against contribution in kind by issuing up to 46,174,916 no-par value bearer shares each representing a pro rata amount of the registered share capital of EUR 1.00.

One or more exchange trustees shall subscribe the new shares. The trustee(s) will contribute the CHORUS shares offered for exchange under the Takeover Offer (if subject to the Capital Increase) as a contributor in kind with Capital Stage and transfer the new Capital Stage shares to the shareholders accepting the Takeover Offer.