EQS-News: Kontron AG: The Executive Board and Supervisory Board recommend that shareholders do not accept the mandatory takeover offer from Ennoconn Corporation

EQS-News: Kontron AG / Key word(s): Statement
Kontron AG: The Executive Board and Supervisory Board recommend that
shareholders do not accept the mandatory takeover offer from Ennoconn
Corporation

08.07.2026 / 18:03 CET/CEST
The issuer is solely responsible for the content of this announcement.

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• Joint statement published
• The Executive Board and the Takeover Committee of the Supervisory
Board advise shareholders of Kontron AG not to accept the offer, in
particular because they consider the offer price to be inappropriate
• The offer price of EUR 23.50 per Kontron share is, in view of the
Executive Board and the Takeover Committee of the Supervisory Board,
not financially appropriate and is significantly below the most
recently published analyst price targets

Linz, 8 July 2026 – The Executive Board and the Takeover Committee, acting
on behalf of the Supervisory Board have today published their joint
reasoned statement in accordance with Section 27 of the Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)
regarding the mandatory takeover offer made by Ennoconn Corporation to the
shareholders of Kontron AG.

Following a careful review of the offer document published on 29 June
2026, the Executive Board and the Supervisory Board recommend that the
shareholders of Kontron AG do not accept the mandatory takeover offer made
by Ennoconn Corporation.

One argument in favour of accepting the mandatory takeover offer is that
its completion is expected to lead to a reduction in the free float of
Kontron shares. Furthermore, following completion of the offer, Ennoconn
Corporation could hold a larger majority of voting rights at Kontron AG’s
Annual General Meeting and pass certain corporate resolutions more easily
than before. Furthermore, individual reasons and tax considerations may
argue in favour of accepting the offer.

Nevertheless, the Executive Board and the Supervisory Board recommend that
shareholders of Kontron AG do not accept the offer, unless there are
specific circumstances that warrant doing so. A key factor in this regard
is, in particular, that, in their view, the offer price does not
adequately reflect the financial value and strategic prospects of Kontron
AG:

• The offer price of EUR 23.50 per Kontron share merely corresponds to
the lowest offer price that the bidder was permitted to offer under
the statutory minimum price requirements, based on a prior acquisition
price of EUR 23.50.
• The offer price is EUR 0.26 below the average share price of Kontron
shares over the last twelve months and therefore represents no
premium, or indeed a negative premium.
• Furthermore, the offer price falls significantly short of the most
recent target prices published by analysts, which average around EUR
30.29 per Kontron share.
• The fairness opinion commissioned by the Executive Board and the
Supervisory Board from Ernst & Young Wirtschaftsprüfungsgesellschaft
m.b.H., Linz, Austria, also concludes that the offer price is
significantly below a reasonable range and is not appropriate from a
financial perspective.

The Executive Board and the Supervisory Board point out that,
notwithstanding this recommendation, each shareholder of Kontron AG must
decide for themselves – taking into account the overall circumstances,
their individual circumstances and their personal assessment of the
possible future development of the value of Kontron AG and the market
price of Kontron shares – whether and, if so, for how many Kontron shares
they will accept the offer.

The acceptance period began with the publication of the offer document on
29 June 2026 and runs until 27 July 2026. Shareholders of Kontron AG who
wish to accept the offer may do so via their respective custodian bank in
accordance with the terms and conditions set out in the offer document.

The completion of the offer is subject to the conditions set out in the
offer document. These include, in particular, approvals under merger
control legislation from the competent authorities in the Federal Republic
of Germany and the USA, as well as approvals under foreign direct
investment control legislation in the Federal Republic of Germany, France,
Austria and Taiwan. Shareholders should therefore bear in mind that the
completion of the offer may be significantly delayed or, under certain
circumstances, may not be possible at all.

The full joint reasoned statement by the Executive Board and the
Supervisory Board of Kontron AG is available free of charge from Kontron
AG and is published on the company’s website in the Investor Relations
section at
[1] https://www.kontron.com/en/group/investors/mandatory-takeover-offer.

The joint reasoned statement by the Executive Board and the Supervisory
Board is the sole authoritative document. This press release does not
constitute an explanation or supplement to the content of the joint
reasoned statement.
 

Linz, July 8, 2026

The Executive Board

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08.07.2026 CET/CEST This Corporate News was distributed by [2]EQS Group

View original content: [3]EQS News

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Language: English
Company: Kontron AG
Industriezeile 35
4020 Linz
Austria
Phone: +43 (732) 7664 – 0
E-mail: ir@kontron.com
Internet: https://www.kontron.com
ISIN: AT0000A0E9W5
WKN: A0X9EJ
Indices: SDAX, TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Dusseldorf, Hamburg, Munich, Stuttgart,
Tradegate BSX; BX, Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2362846

 
End of News EQS News Service

2362846  08.07.2026 CET/CEST

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