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:      [email protected]
   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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