Voluntary takeover offer to the shareholders of BRAIN FORCE HOLDING AG

In the context of the intended stock exchange listing of CROSS Industries AG by means of a merger with BRAIN FORCE HOLDING AG, Pierer Industrie AG submits a voluntary takeover offer to the shareholders of the company.

The Board of Directors of BRAIN FORCE HOLDING AG, which shares are listed on the Official Market of the Vienna Stock Exchange, was informed by Pierer Industrie AG in accordance with Section 5 paragraph 3 of the Austrian Takeover Act, that Pierer Industrie AG will submit a voluntary public offer pursuant to Sections 4 et seq. Austrian Takeover Act to all shareholders of BRAIN FORCE HOLDING AG. According to the information provided by Pierer Industrie AG, the offer price of the tender offer will be EUR 1.80 per share. This corresponds to a premium of approximately 9.1% on the closing price of Wednesday, 5 November 2014. Precondition for the offer is that Pierer Industrie AG, which already holds 53.4% of the share capital of BRAIN FORCE HOLDING AG, will reach at least 60% of the share capital of BRAIN FORCE HOLDING AG by the end of the acceptance period.

In accordance with Section 10 paragraph 1 of the Takeover Act, Pierer Industrie AG will submit an application to the Takeover Commission to extend the deadline for the filing of the tender document from 10 trading days to 25 trading days.

As announced in the ad-hoc notice of October 14, 2014, Pierer Industrie AG intends to merge CROSS Industries AG as a sister company with BRAIN FORCE HOLDING AG in the second quarter of 2015. The announced voluntary public offer is an accompanying measure to the planned merger and provides the possibility to shareholders of BRAIN FORCE HOLDING AG which in the course of the reorientation of the company as an automotive group intend to exit the company for an appropriate price.

———————————————

Legal notice: This ad-hoc announcement constitutes neither an offer to sell nor a solicitation to buy any securities of BRAIN FORCE HOLDING AG.

FORCE HOLDING AG dar.