DGAP-News: SinnerSchrader AG

The domination and profit transfer agreement concluded on 7 December 2017 between SinnerSchrader Aktiengesellschaft as the dependent company and Accenture Digital Holdings GmbH as the controlling company was entered into the commercial register responsible for SinnerSchrader Aktiengesellschaft, that of the Hamburg Local Court, on 16 January 2018 and this was announced by the commercial register on the same day. The agreement, which was approved by the Extraordinary General Meeting of SinnerSchrader Aktiengesellschaft on 6 December 2017 with 97.7 per cent of the votes represented at the meeting, took effect with the registration.

Today, Accenture Digital Holdings GmbH announced its compensation offer to the outside shareholders, which it undertook to make in the domination and profit transfer agreement, in the German Federal Gazette. Accenture Digital Holdings GmbH is making an offer to each outside shareholder of SinnerSchrader Aktiengesellschaft to acquire their bearer shares in SinnerSchrader Aktiengesellschaft in exchange for cash compensation of 10.21 euros per SinnerSchrader share.

The amount of the compensation was determined by the management of Accenture Digital Holdings GmbH and the Management Board of SinnerSchrader Aktiengesellschaft based on the results of the expert opinion on the enterprise value of SinnerSchrader Aktiengesellschaft by Duff & Phelps GmbH, Frankfurt am Main. The appropriateness of the compensation and of the settlement (discussed below) was examined and confirmed by the court-appointed contract auditor ADKL AG Wirtschaftsprüfungsgesellschaft, Düsseldorf.

The specified period for the compensation offer started when the announcement was made in the Federal Gazette and will end - subject to an extension of the deadline in accordance with Section 305 (4) sentence 3 of the German Stock Corporation Act (AktG) due to a request for the settlement or compensation to be determined by the court specified in Section 2 of the German Act on Arbitration Proceedings (Spruchverfahrensgesetz) - on 16 March 2018. The full offer
and further information on the compensation offer, particularly regarding what shareholders
need to do if they want to take up the offer, can be found online at http://www.sinnerschrader.ag/en/accenture.

Outside shareholders of SinnerSchrader Aktiengesellschaft who do not want to accept the compensation offer will remain shareholders of SinnerSchrader Aktiengesellschaft and will be entitled to payment of an appropriate settlement in the form of an annual cash consideration for the duration of the agreement. For each full financial year of SinnerSchrader Aktiengesellschaft, the settlement comes to a gross amount of 0.27 euros per SinnerSchrader share less an amount for corporation tax and the solidarity surcharge in line with the applicable tax rate for each of these taxes for the respective financial year. Under the conditions in place at the time the agreement was concluded, the gross settlement amount of 0.27 euros corresponds to a net settlement payment totalling 0.23 euros per SinnerSchrader share for each full financial year of SinnerSchrader Aktiengesellschaft.

ABOUT SINNERSCHRADER
SinnerSchrader is one of the leading digital agencies in Europe with the focus on the design and development of digital products and services. More than 500 employees work on digital transformation for companies such as Allianz, Audi, comdirect bank, ERGO, Telefónica, TUI, Unitymedia and VW. SinnerSchrader was founded in 1996, has been listed on the stock exchange since 1999 and has offices in Hamburg, Berlin, Frankfurt am Main, Munich, and Prague. Since April 2017, SinnerSchrader has been part of Accenture Interactive.

http://sinnerschrader.com

PRESS CONTACT

Carmen Fesenbeck
Corporate Communications
presse@sinnerschrader.com

INVESTOR RELATIONS CONTACT

Thomas Dyckhoff
CFO
ir@sinnerschrader.com
SinnerSchrader Aktiengesellschaft
Völckersstraße 38
22765 Hamburg
T. +49. 40. 39 88 55-0
F. +49. 40. 39 88 55-55