DGAP-Adhoc: CANCOM SE passes resolution to launch voluntary public takeover offer to

CANCOM SE / Key word(s): Offer/Capital Increase

10.10.2013 20:46

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

---------------------------------------------------------------------------

CANCOM SE passes resolution to launch voluntary public takeover offer to
all shareholders of PIRONET NDH AG, and to increase share capital

Munich, Germany, 10 October 2013

The Executive Board and Supervisory Board of CANCOM SE have today passed a
resolution to make a voluntary public takeover offer to all shareholders of
PIRONET NDH AG. The shares that are the subject of the offering are bearer
shares in PIRONET NDH AG, which are listed on the Regulated Market of the
Frankfurt Stock Exchange (FWB) under ISIN DE0006916406. In return for the
share transfer, CANCOM SE intends to offer PIRONET NDG AG shareholders EUR
4.50 per share in cash. The decision to submit a voluntary takeover offer
was published by CANCOM SE today in a separate notification in compliance
with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz - WpÜG), as well as by this announcement.

CANCOM SE already holds approximately 13.65 percent of the shares in
PIRONET NDG AG. Today CANCOM SE signed written agreements with Felix Höger,
CEO of PIRONET NDG AG, and Udo Faulhaber, a member of the company's
Executive Board, to purchase the PIRONET shares they currently hold each of
a share price of EUR 4.50 per share. These two agreements cover a total of
approximately 13.75 percent of PIRONET NDG AG's shares, and will bring
CANCOM SE's shareholding to approximately 27.40 percent. The acquisition as
well as the voluntary takeover offer of CANCOM SE are subject to the
approval of the antitrust authorities.

The Executive Board and the Supervisory Board of CANCOM SE also agreed
today to increase the company's share capital, using authorized capital, by
issuing shares in exchange for cash contributions. Shareholders are to be
granted subscription rights. The proceeds of the increase in share capital
are partly intended to finance the takeover bid. The Executive and
Supervisory Boards intend to decide on the further particulars of the
capital increase at a later date. The new shares are to be offered to
shareholders in a public offering. The capital increase by means of
subscription rights is to be based on a prospectus that has yet to be
approved, and is to be managed by Hauck & Aufhäuser Privatbankiers KGaA as
the sole lead manager.

PIRONET NDH AG, based in Cologne, Germany, is the parent company of a group
of IT companies specializing in the cloud computing and content management
business segments. The company provides IT resources and business
applications as cloud services from its data centers in Germany. The
portfolio of services offered by the group also includes planning,
integration and operation of local private cloud and IT solutions at
customer locations.

---------------------------------------------------------------------------

Language: English
Company: CANCOM SE
Erika-Mann-Straße 69
80636 München
Germany
Phone: +49-(0)89/54054-0
Fax: +49-(0)89/54054-5119
E-mail: info@cancom.de
Internet: http://www.cancom.de
ISIN: DE0005419105
WKN: 541910
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

---------------------------------------------------------------------------