EQS-News: AUSTRIACARD HOLDINGS AG and Dai Nippon Printing agree strategic framework for intended voluntary public takeover offer, irrevocable undertaking from major shareholder available

EQS-News: AUSTRIACARD HOLDINGS AG / Key word(s): Tender Offer
   AUSTRIACARD HOLDINGS AG and Dai Nippon Printing agree strategic framework
   for intended voluntary public takeover offer, irrevocable undertaking from
   major shareholder available

   13.05.2026 / 09:08 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   AUSTRIACARD HOLDINGS AG: AUSTRIACARD and Dai Nippon Printing agree
   strategic framework for intended voluntary public takeover offer,
   supported by irrevocable undertaking from major shareholder Nikolaos Lykos

    

     • DNP intends to launch an all-cash voluntary public takeover offer at
       EUR 10.00 per AUSTRIACARD share
     • AUSTRIACARD and DNP have entered into a Memorandum of Understanding
       setting out the strategic framework for the contemplated transaction
     • Mr. Nikolaos Lykos has entered into an irrevocable undertaking to
       accept the intended offer in respect of his shareholding of c.74.6%
     • Offer price represents a premium of approximately 20-24% to the last
       closing price prior to announcement and approximately 43-46% to the
       six-month VWAP of AUSTRIACARD shares[1][1]

    

   Vienna, May 13, 2026

   AUSTRIACARD HOLDINGS AG ("AUSTRIACARD" or the “Company”) notes today’s
   announcement by Dai Nippon Printing Co., Ltd. (“DNP”) of its intention to
   launch a voluntary public takeover offer aimed at acquiring control of
   AUSTRIACARD pursuant to the Austrian Takeover Act (the “Offer”).

   In connection with the Offer, AUSTRIACARD and DNP have entered into a
   memorandum of understanding setting out the principal framework for the
   contemplated transaction and the parties’ intended cooperation following
   completion.

   Separately, Mr. Nikolaos Lykos, AUSTRIACARD’s largest shareholder and a
   member of the Supervisory Board, has entered into an irrevocable
   undertaking to accept the Offer in respect of his shareholding of
   approximately 74.6%.

   According to DNP’s announcement, the Offer will provide for a cash
   consideration of EUR 10.00 per AUSTRIACARD share. Based on the Company’s
   current share capital of 36,353,868 shares, the Offer values AUSTRIACARD’s
   entire issued share capital at approximately EUR 364 million.

   The Offer price represents a premium of approximately 20-24% to the last
   closing price of AUSTRIACARD shares prior to today’s announcement and
   approximately 43-46% to the volume-weighted average price of AUSTRIACARD
   shares over the last six months prior to today’s announcement^1.

    

   Strategic rationale

   DNP is a Tokyo-headquartered global technology and manufacturing group
   founded in 1876 and listed on the Tokyo Stock Exchange with a broad
   technology and manufacturing platform across printing, information
   security, smart cards, authentication, secure data solutions and related
   digital technologies.

   DNP has identified its information security-related business as a
   strategic focus area in its current mid-term management plan, with the
   objective of expanding high-value-added services, strengthening market
   share through partnerships and investing in attractive growth markets. The
   intended transaction would support this strategy by combining DNP’s global
   scale, technology base and long-term investment capacity with
   AUSTRIACARD’s established European platform, strong positions in payment
   and identification solutions, security printing capabilities and growing
   digital technologies business.

   DNP has also highlighted expected synergies with Rubicon SEZC (the holding
   company of Laxton Group), which DNP acquired in 2025 and which specializes
   in government-focused ID authentication services in Africa. AUSTRIACARD
   has an established track record in national ID cards, ballot papers and
   security printing across Europe, Africa and other international markets,
   providing a strong basis for future cooperation in trusted public-sector
   and private-sector solutions.

    

   Mr. Emmanouil Kontos, Chairman of the Management Board and Group CEO of
   AUSTRIACARD, said:

   “AUSTRIACARD has developed into an international applied technology
   company with strong position in holistic secure payment and identity
   solutions, security printing and AI-powered digital technologies. We
   welcome DNP’s intention to launch a public takeover offer and the
   strategic rationale presented for the contemplated transaction. DNP’s
   global scale, technology capabilities and long-term investment perspective
   could create meaningful opportunities to accelerate AUSTRIACARD’s
   strategy, expand our international reach and drive our next phase of
   growth.”

    

   Mr. Nikolaos Lykos, member of the Supervisory Board of AUSTRIACARD, said:

   “Our Company’s roots go back to the Lykos printing business founded in
   1897, and its development has always been built on entrepreneurship, trust
   and long-term commitment. Over generations, that heritage has grown into
   AUSTRIACARD: a business with a strong culture, trusted customer
   relationships and a clear strategic purpose. In DNP, I believe we have
   found the right partner to carry that legacy forward: a company that has
   followed a similar path from deep printing roots to advanced technology
   solutions, with shared values and a common focus on security, trust,
   innovation and long-term value creation.”

    

   Memorandum of understanding and irrevocable undertaking

   The Management Board and the Supervisory Board of the Company, which have
   approved the conclusion of the memorandum of understanding, welcome DNP’s
   intention to launch the Offer and, subject to their review of the offer
   document, intend to recommend acceptance of the Offer to the shareholders
   in their formal response statement pursuant to Section 14 par. 1 of the
   Austrian Takeover Act (ÜbG).

   The memorandum of understanding reflects the parties’ intention to pursue
   a cooperative transaction process and, following completion of the Offer
   and subject to applicable law and the duties of AUSTRIACARD’s corporate
   bodies, to explore effective ways of cooperation to strengthen and grow
   the Company’s business in the long term.

   DNP has indicated that it intends to support continuity of AUSTRIACARD’s
   business, including by supporting the retention and development of key
   talent within the Group and maintaining the Company’s headquarters in
   Vienna.

   Upon completion of the transaction, DNP intends to be represented in the
   Supervisory Board of the Company in a manner which appropriately reflects
   its shareholding. Mr. John Costopoulos, Chairman of the Supervisory Board
   of AUSTRIACARD, and Mr. Nikolaos Lykos have committed to continue serving
   as members of the Supervisory Board of the Company, helping to ensure
   continuity.

   As part of the memorandum of understanding, AUSTRIACARD currently does not
   intend to declare, propose or pay any dividend or other distribution prior
   to settlement of the Offer, including the previously contemplated dividend
   for the financial year 2025 of EUR 0.10 per share.

   Separately, Mr. Nikolaos Lykos, who owns approximately 74.6% of the
   Company’s share capital, has entered into an irrevocable undertaking to
   accept the Offer in respect of his AUSTRIACARD shares. This undertaking is
   expected to support the successful implementation of the Offer and the
   achievement of the minimum acceptance condition.

    

   Conditions and expected timetable

   According to DNP’s announcement, the Offer is expected to be subject to
   customary conditions, including:

     • a minimum acceptance condition of 75% of AUSTRIACARD’s issued shares;
     • receipt of required foreign direct investment clearances;
     • receipt of required merger control clearances; and
     • other conditions customary for transactions of this nature.

   The final terms and conditions of the Offer will be set out exclusively in
   the formal offer document. The offer document will be published following
   review by the Austrian Takeover Commission and, to the extent applicable,
   in accordance with requirements resulting from AUSTRIACARD’s listing on
   the Euronext Athens Exchange.

   Subject to publication of the offer document and satisfaction of the
   applicable offer conditions, completion of the intended transaction is
   expected in the fourth quarter of 2026.

    

   Advisors

   Morgan Stanley & Co. International plc is acting as exclusive financial
   advisor to AUSTRIACARD. Covington & Burling LLP, DSC Doralt Seist Csoklich
   and Argyropoulos-Gissaki & Associates are acting as legal advisors to
   AUSTRIACARD.

    

    

    

   About AUSTRIACARD HOLDINGS AG

   AUSTRIACARD HOLDINGS AG leverages over 130 years of experience in
   information management, printing, and communications to deliver secure and
   transparent experiences for its customers. The Company offers a
   comprehensive suite of products and services, including payment solutions,
   identification solutions, smart cards, card personalization, digitization
   solutions, and secure data management. AUSTRIACARD employs a global
   workforce of 2,360 people and is headquartered in Vienna, Austria. The
   Company is publicly traded on both the Euronext Athens and Vienna Stock
   Exchanges under the symbol ACAG.

    

   About Dai Nippon Printing Co., Ltd.

   Dai Nippon Printing Co., Ltd. leverages nearly 150 years of experience in
   printing, information technology and manufacturing to deliver secure,
   trusted and technology-enabled solutions to customers globally. DNP offers
   a broad range of products and services across printing, information
   security, smart cards, authentication, secure data solutions, packaging,
   electronics and related technology-enabled services. DNP employs a global
   workforce of approximately 36,000 people and is headquartered in Tokyo,
   Japan. DNP is publicly traded on the Tokyo Stock Exchange under the stock
   code 7912.
    

   Important notice

   This announcement is for information purposes only and does not constitute
   an offer or solicitation to purchase, sell or exchange, any securities.

   The intended offer, if launched, will be made exclusively on the basis of
   the offer document to be published by DNP in accordance with applicable
   takeover law. Shareholders of AUSTRIACARD are advised to read the offer
   document, once published, and the reasoned statements of the Management
   Board and the Supervisory Board of AUSTRIACARD pursuant to § 14 of the
   Austrian Takeover Act, once published, carefully and in full.

   This announcement does not constitute a recommendation by the Management
   Board or the Supervisory Board of AUSTRIACARD to accept or reject the
   intended offer. The Management Board and the Supervisory Board will issue
   their formal reasoned statements in accordance with applicable law after
   publication and review of the offer document.
    

   Issuer information

   Issuer:   AUSTRIACARD HOLDINGS AG

      Lamezanstraße 4-8

   1230 Vienna, Austria

   Contact person: Dimitris Haralabopoulos, Group Investor Relations Director

   Tel. (AT):  +43 (1) 61065 – 357

   Tel. (GR):  +30 210 6697 860

   E-Mail:   [2][email protected]

   Website:  [3]www.austriacard.com

   ISIN(s):   AT0000A325L0

   Stock Exchange(s): Vienna Stock Exchange (prime market)

      Euronext Athens Exchange (main market)  

   [4]^[1] Based on Vienna Stock Exchange and Euronext Athens data. The Offer
   Price of €10.00 per share represents a premium of 20.0% and 23.8% to the
   closing prices of AUSTRIACARD shares on 12 May 2026 on Euronext Athens and
   the Vienna Stock Exchange, respectively (€8.33 and €8.08, respectively).
   The Offer Price also represents a premium of 42.9% and 46.1% to the
   six-month VWAP of AUSTRIACARD shares on Euronext Athens and the Vienna
   Stock Exchange, respectively (€7.00 and €6.84, respectively), in each case
   for the period from 13 November 2025 to 12 May 2026, both dates inclusive.

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   13.05.2026 CET/CEST This Corporate News was distributed by [5]EQS Group

   View original content: [6]EQS News

   ══════════════════════════════════════════════════════════════════════════

   Language:    English
   Company:     AUSTRIACARD HOLDINGS AG
                Lamezanstraße 4-8
                1230 Vienna
                Austria
   E-mail:      [email protected]
   Internet:    https://www.austriacard.com/
   ISIN:        AT0000A325L0
   WKN:         A3D5BK
   Listed:      Vienna Stock Exchange (Official Market)
   EQS News ID: 2326696


    
   End of News EQS News Service


   2326696  13.05.2026 CET/CEST

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