Kontron AG-Mandatory offer confirmed at EUR 23.50-06/11/2026

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Kontron AG-Mandatory offer confirmed at EUR 23.50-06/11/2026

Kontron AG

SPONSORED RESEARCH NEWSFLASH | 11 JUN 2026

Mandatory offer confirmed at EUR 23.50

Ennoconn Corporation has formally notified Kontron that it has crossed the 30% voting rights threshold and is therefore

obliged to launch a mandatory takeover offer at EUR 23.50 per share in cash. This confirms what was already telegraphed

in earlier communications. The key development relative to our prior note is that a concrete offer price is now on the table

- and at only a 2.4% premium to the 9 June closing price, it sits barely at the statutory minimum of EUR 23.48, leaving virtually

no value to minority shareholders beyond where the stock was already trading. Kontron has suspended its share buyback

programme with immediate effect pending completion of the offer. CEO Niederhauser has stated he will not tender his ~2.2%

stake. Our last PT was EUR 28, the rating was “buy”.

Our take:

• We stick to our prior view: This remains a largely technical offer driven by mechanical threshold-crossing (partly accelerated by the

buyback reducing the denominator), with no evidence that Ennoconn seeks majority control or a delisting. The key question for investors

is not necessary whether to tender at EUR 23.50 but how long the share price remains anchored near offer price in the absence of

buyback support, and what revised price, if any, emerges once the fairness opinion is published.

• The offer price of EUR 23.50 is, is clearly below our current price target of EUR 28. A 2.4% premium does not reflect the strategic value

of Kontron's embedded computing and IoT franchise or the long-term industrial logic Ennoconn itself has articulated. Minority

shareholders would be giving up any upside from the ongoing transformation program.