SINNERSCHRADER AG AND ACCENTURE AGREE ON BUSINESS COMBINATION; ACCENTURE ANNOUNCES VOLUNTARY PUBLIC TAKEOVER OFFER FOR ALL SHARES OF SINNERSCHRADER AG

20.02.2017, 7:21

Today, SinnerSchrader Aktiengesellschaft ("SinnerSchrader"), based on respective resolutions by its Supervicory Board and its Management Board, has entered into a Business Combination Agreement ("BCA") with Accenture Digital Holdings GmbH, a 100% subsidiary of Accenture Holding GmbH & Co. KG and part of the Accenture-Group ("Accenture"). By this agreement, Accenture undertook to, inter alia, launch a voluntary public takeover offer for all outstanding SinnerSchrader-shares. Accenture intends to offer a cash consideration of EUR 9.00 per SinnerSchrader-share. This represents a premium of approximately 31 per cent to the 3-month volume-weighted average share price as of the end of trading on Friday, 17 February 2017.

In the BCA, SinnerSchrader and Accenture further agreed on the major cornerstones of the transaction and their mutual understanding of SinnerSchrader’s future development in case the takeover offer is successfully completed. SinnerSchrader and Accenture believe that the intended cooperation and business combination between the two companies represent an excellent opportunity for customers, employees and shareholders of both companies alike. Accenture assured to support SinnerSchrader’s further development on a long-term basis and to preserve and expand the existing offices of the company. Furthermore, Accenture would welcome SinnerSchrader’s current management’s continuing service in the company.

Accenture also informed the company that it executed share purchase and transfer agreements with significant shareholders of the company today. As a result, Accenture will acquire a total of 7.171.473 shares in the company (representing 62,13% of all SinnerSchrader-shares) provided that such acquisition of control will be approved by the competent competition authorities in Germany and Austria.

Following receipt of the offer document, which is to be published by Accenture, SinnerSchrader’s Management Board and Supervisory Board will issue a reasoned opinion in accordance with their statutory duties and provide further details on the contents of the BCA. Subject to the evaluation of the offer document, the Management Board and Supervisory Board currently intend to support the envisaged takeover offer. The reasoned opinion will be published under https://sinnerschrader.ag.

The SinnerSchrader-Group expects to incur personnel related expenses at the amount of approximately EUR 3.8 million in the current financial year in connection with this transaction and with the implementation of the BCA which will reduce its EBITA and, net of tax, its net income as well. These expenses will be financed by Accenture and by the sale of SinnerSchrader’sTreasury shares as part of the transaction which, based on current information, will balance the negative effect on earnings in shareholder’s equity. Otherwise, the business of SinnerSchrader-Group is currently developing well within the latest outlook with respect to revenue, EBITA, and net income.

Contacts:
Carmen Fesenbeck
SinnerSchrader AG
carmen.fesenbeck@sinnerschrader.com

Dr. Thomas Wittek
Accenture Deutschland
thomas.wittek@accenture.com