VARTA AG – negotiations with representatives of the company started | Corporate

Misappropriation of the StaRUG – exhaustion of all legal means

• Alleged commercial agreement on the restructuring concept without the participation of the independent shareholders
• Significant information asymmetry among shareholders
• Negotiations with representatives of the company started
• Examination of liability and damages claims against bodies
• More than 3,000 VARTA shareholders fight for their shareholder rights

Munich, 05 September 2024 – In a message dated August 17, 2024, VARTA AG announced that it had reached a commercial agreement on the restructuring concept. The agreement provides for a reduction in the existing debt burden by a total of approximately EUR 285 million to approximately EUR 200 million by means of a debt haircut and an extension of the remaining loans until the end of December 2027. Furthermore, the complete reduction of the share capital to zero (which will lead to the expiration of the stock exchange listing) and a subsequent capital increase of EUR 60 million are planned. In addition, further, senior secured debt capital is to be made available by the existing financiers to cover the liquidity requirements.

Creditors who have agreed to a debt cut will share in the future success of the restructuring measures. However, this “agreement” was “achieved” without the participation of the free-float shareholders, who hold almost half of the equity. Only the majority shareholder DDr. Michael Tojner, who as Chairman of the Supervisory Board of Varta AG is (co-)responsible body of the company, will receive a good 30% of the increase in value of the company, which has been partially relieved of its debts in accordance with the StaRUG, for his current shareholding in the company, which is only 0.2% higher (50.1% according to the company website).

In addition, it is planned that DDr. Michael Tojner will only provide one third of the EUR 30 million capital increase allocated to him in cash, while the remaining EUR 20 million will be provided in the form of a contribution of real estate. Nothing is known so far about the appropriateness of the real estate valuation.

In addition to this blatant disregard for the principle of equal treatment, there is a significant information deficit among the independent shareholders. According to the company, the publication of the 2023 annual financial statements has been postponed several times due to a hacker attack. Major shareholder and supervisory board member DDr. Michael Tojner is likely to have at least a draft of the annual financial statements and is therefore familiar with them.

The aforementioned hacker attack, the missing annual financial statements and the unpublished quarterly reports must serve as arguments that a securities prospectus for the participation of free-float shareholders cannot be prepared in the short time available and that the shareholders are therefore excluded from the subscription right. In connection with this information asymmetry within the group of shareholders, the question also arises as to the extent to which insider-relevant facts are affected. This must be examined by the BAFin if necessary.

In an initial discussion with representatives of the company, the alliance of DSW (German Association for the Protection of Securities Ownership), the law firms Nieding+Barth and K&L Gates, and One Square informed VARTA’s advisory board that the free-float shareholders will exhaust all legal remedies to ensure equal treatment for all shareholders.

The subscription right, which VARTA is currently planning not to grant to minority shareholders, has a not insignificant value that still needs to be quantified, but is at least equal to the value of the debt relief per share and the expected increase in value from the restructuring of the company. Historically, the Varta share was quoted at its highest at € 181.30 on January 28, 2021, at its lowest at € 0.75 on August 19, 2024, and the current price is around € 1.70. On average, that is just under € 91.

In addition to the unequal treatment of shareholders and the insider trading issue with regard to the Chairman of the Supervisory Board, possible claims for damages are being intensively examined.

In the meantime, more than 3,000 Varta shareholders have registered and requested representation.

All shareholders can continue to contact us by email at varta@dsw-info.de or varta@onesquareadvisors.com Register by stating your name, address and shareholding and receive information on how to proceed and how to grant a power of attorney.

Contact:

One Square Advisors GmbH

E-mail: varta@onesquareadvisors.com

DSW – German Protection Association for Securities Ownership

E-mail: varta@dsw-info.de