Publication of the acquisition of control pursuant to Sect. 35 par. 1 and Sect. 10 par. 3 of the German Securities Acquisition and Takeover Act

 

Bidder:
ENNOCONN CORPORATION
3-6 F., No. 10, Jiankang Road
Zhonghe District
New Taipei City 235045
Taiwan
ISIN: TW0006414006

 

Target Company:
Kontron AG
Industriezeile 35, 4020 Linz
Austria
Linz Registry Court, Commercial Register number 190272m
ISIN: AT0000A0E9W5

 

On 10 June 2026, ENNOCONN CORPORATION (“Bidder”) acquired control within the meaning of Sect. 22 par. 1, 2, Sect. 23 in conjunction with Sect. 27b par. 2 of the Austrian Takeover Act (“ÜbG”) over Kontron AG (“Target Company”).

The Target Company issued 63,860,568 shares (ISIN AT0000A0E9W5, WKN A0X9EJ) (the “Target Shares”). To the best of the Bidder’s knowledge, on 10 June 2026, 2,499,051 Target Shares were held by the Target Company as treasury shares (the “Treasury Shares”). For the purpose of determining the control threshold under the ÜbG, Treasury Shares are not taken into account (all Target Shares less the Treasury Shares the “Relevant Shares”).

The Bidder directly holds 55,726 Target Shares, corresponding to 0.087% of all Target Shares and to 0.09% of the Relevant Shares.

1,524,863 Target Shares, corresponding to 2.39% of all Target Shares and 2.49% of the Relevant Shares are held by a subsidiary of the Bidder, Ennoconn International Investment Co., Ltd., with its registered office at 3-6F, No. 10, Jiankang Road, Zhonghe District, New Taipei City 235045, Taiwan (“EI”).

16,835,008 Target Shares, corresponding to 26.36% of all Target Shares and 27.44% of the Relevant Shares are held by the subsidiaries of the Bidder, Ennoconn Investment Holdings Co. Ltd, with its registered office at 3-6F, No. 10, Jiankang Road, Zhonghe District, New Taipei City 235045, Taiwan (“EIH”).

The Target Shares held by EI and EIH are attributed to the Bidder pursuant to Sect. 23 par. 1 of the Austrian Takeover Act (“ÜbG”).

Hence, since 10 June 2026, the Bidder holds directly and indirectly 18,415,597 Target Shares, corresponding to approx. 28.84% of all Target Shares and 30.01% of the Relevant Shares. Hence, the Bidder acquired control over the Target Company within the meaning of Sect. 22 par. 1, 2, Sect. 23 in conjunction with Sect. 27b par. 2 ÜbG.

The Target Shares are listed on the regulated market only in Frankfurt/Main. The Bidder will, in fulfillment of its obligation pursuant to Sect. 35 par. 2 of the German Securities Acquisition and Takeover Act (hereinafter “WpÜG”), after approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - “BaFin”), make and publish a mandatory offer to the shareholders of the Target Company to acquire all Target Shares at the statutory minimum price, which is expected to be EUR 23.50 per Target Share.

The completion of the offer will be subject to certain regulatory conditions, which will be specified in more detail in the offer document. These include approvals under the relevant merger and investment control laws as well as under Taiwanese investment control rules.

This publication is accessible and available on the internet at https://www.ennoconn.com/public-purchase/. Following the approval by BaFin, the offer document for the mandatory offer will be published on the internet at https://www.ennoconn.com/public-purchase/ in accordance with Sect. 35 par. 2 sent. 2, Sect. 14 par. 13 sent. 1 WpÜG. In addition, an announcement will be published in the Federal Gazette (Bundesanzeiger) regarding the availability of the offer document for free distribution.

 

Important Information Regarding the Offer:

This announcement is neither an offer to sell or purchase nor a solicitation to make an offer to sell or purchase Target Shares. The final terms of the offer and other provisions relating to the offer will be published in the offer document following approval of the publication by the German Federal Financial Supervisory Authority (BaFin). Investors and shareholders of the Target Company are strongly advised to read the offer document and all other documents related to the offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the relevant regulatory authorities, no offer will be made, either directly or indirectly, in those jurisdictions where doing so would constitute a violation under the respective national law.

The Offer is governed exclusively by the laws of the Federal Republic of Germany. Any agreement resulting from the acceptance of the Offer is governed exclusively by the laws of the Federal Republic of Germany and shall be interpreted in accordance with those laws.

The Bidder and/or persons acting in concert with the Bidder within the meaning of Section 2(5) of the WpÜG may, during the term of the Offer, acquire Target Shares in a manner other than through the Offer via the stock exchange or over-the-counter, or enter into corresponding purchase agreements, provided that this does not take place in the United States of America (United States), is in accordance with applicable German law, in particular the WpÜG, and the consideration for the Offer must, if necessary, be increased to a higher purchase price paid outside the Offer. Information regarding such acquisitions or purchase agreements will be published in accordance with Section 23(2) of the WpÜG. Such information will be published on the Bidder’s website at https://www.ennoconn.com/public-purchase/.

This announcement contains certain forward-looking statements. These statements do not constitute facts and are identified by words such as “expect,” “believe,” “estimate,” “intend,” “aim,” “assume,” or similar terms. These statements express our intentions, views, or current expectations regarding possible future events, e.g., regarding the potential consequences of the Offer for the Target Company , its shareholders or its future financial results. Such forward-looking statements are based on current plans, estimates, and forecasts that we have made to the best of our knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties that are often difficult to predict and are generally beyond our control. The forward-looking statements contained in this press release may prove to be inaccurate, and future events and developments may differ materially from the forward-looking statements contained herein.

 

New Taipei City, on this 11 June 2026

ENNOCONN CORPORATION

The Board of Directors