Announced mandatory offer from Orpheus Capital II GmbH & Co. KG

M.A.X. Automation AG  / Key word(s): Miscellaneous

18.11.2015 10:40

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad hoc notification pursuant to Sec. 15 WpHG (German Securities Trading
Act)

M.A.X. Automation AG, Breite Straße 29-31, 40213 Düsseldorf

SIN: 658090/ISIN: DE 0006580905
[Frankfurt Stock Exchange - Regulated Market]

Announced mandatory offer from Orpheus Capital II GmbH & Co. KG

Düsseldorf, November 17, 2015 - The Management Board of M.A.X. Automation
AG (DE0006580905) (hereinafter the "Company") was informed today that one
of its shareholders, Orpheus Capital II GmbH & Co. KG (Hamburg), has
surpassed the threshold of 30% of the voting rights in the Company just
slightly by purchasing additional shares and thereby gained control of the
Company pursuant to Section 35, Para. 1 in conjunction with Section 29,
Para. 2 of the German Securities Acquisition and Takeover Act (WpÜG).
Orpheus Capital II GmbH & Co. KG currently holds 8,038,356 voting rights
out of a total of 26,794,415 voting rights in the Company (which
corresponds to 30.0001% of the voting rights).

As the Company was also informed, Orpheus Capital II GmbH & Co. KG will be
submitting and publishing a mandatory offer in accordance with Section 35,
Para. 2 of the German Securities Acquisition and Takeover Act (WpÜG) to all
of the Company's shareholders for all shares in the Company after the
publication of the offer document has been approved by the Federal
Financial Supervisory Authority (BaFin). It intends to offer the
shareholders of M.A.X. Automation AG a cash amount of EUR 5.30 per share
for the shares they hold.

As the Company has also been informed, the following persons have acquired
direct control of the Company through the aforementioned control
acquisition by Orpheus Capital II GmbH & Co. KG on November 17, 2015,
pursuant to Section 30, Para. 1, Sentence 1, No. 1 in conjunction with
Section 2, Para. 6 of the German Securities Acquisition and Takeover Act
(WpÜG):

1. Orpheus Capital II Management GmbH: Orpheus Capital II Management GmbH,
Hamburg, registered in the commercial register of the Local Court of
Hamburg under HRB 108883, is the personally liable Managing Partner of
Orpheus Capital II GmbH & Co. KG. The voting rights of Orpheus Capital II
GmbH & Co. KG of 8,038,356 bearer shares of M.A.X. Automation AG pursuant
to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities
Acquisition and Takeover Act (WpÜG) are allocated to it in full. This
corresponds to 30.0001% of the voting rights of M.A.X. Automation AG.

2. Günther Holding GmbH: Günther Holding GmbH, Hamburg, registered in the
commercial register of the Local Court of Hamburg under HRB 98520, is the
sole limited partner of Orpheus Capital II GmbH & Co. KG and the sole
shareholder of the personally liable Managing Partner of Orpheus Capital II
GmbH & Co. KG. It is allocated with the voting rights of Orpheus Capital II
GmbH & Co. KG from 8,038,356 bearer shares of M.A.X. Automation AG pursuant
to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities
Acquisition and Takeover Act (WpÜG) in full. This corresponds to 30.0001%
of the voting rights of M.A.X. Automation AG.

3. Günther GmbH: Günther GmbH, Bamberg, registered in the commercial
register of the Local Court of Bamberg under HRB 5076, holds a share of
approximately 85.94% of the share capital and the voting rights of Günther
Holding GmbH. It is allocated with the voting rights of Orpheus Capital II
GmbH & Co. KG from 8,038,356 bearer shares of M.A.X. Automation AG pursuant
to Section 30, Para. 1, Sentence 1, No. 1 of the German Securities
Acquisition and Takeover Act (WpÜG) in full. This corresponds to 30.0001%
of the voting rights of M.A.X. Automation AG.

4. Mr. Oliver Jaster: Mr. Oliver Jaster, Bamberg, holds the majority of the
share capital and the voting rights of Günther GmbH. It is allocated with
the voting rights of Orpheus Capital II GmbH & Co. KG of 8,038,356 bearer
shares of M.A.X. Automation AG pursuant to to Section 30, Para. 1, Sentence
1, No. 1 of the German Securities Acquisition and Takeover Act (WpÜG) in
full. This corresponds to 30.0001% of the voting rights of M.A.X.
Automation AG.

Orpheus Capital II GmbH & Co. KG has informed us that the publication
pursuant to Section 35, Para. 1 in conjunction with Section 10, Para. 3 of
the German Securities Acquisition and Takeover Act (WpÜG) will also be made
on behalf of Orpheus Capital II Management GmbH, Günther Holding GmbH,
Günther GmbH and Mr. Oliver Jaster for the allocation reasons listed under
paragraphs 1-4 above.

After reviewing the document that has yet to be published, the Management
and Supervisory Board of M.A.X. Automation AG will issue a recommendation
concerning the mandatory offer made by Orpheus Capital II GmbH & Co. KG in
accordance with their legal obligations.

Contact: M.A.X. Automation AG, Breite Straße 29-31, 40213 Düsseldorf, 
Phone: +49 (0)211 90991-0


18.11.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      M.A.X. Automation AG
              Breite Straße 29-31
              40213 Düsseldorf
              Germany
Phone:        +49 (0)211 90991-0
Fax:          +49 (0)211 90991-11
E-mail:       Investor.Relation@maxautomation.de
Internet:     www.maxautomation.de
ISIN:         DE0006580905
WKN:          658090
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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