DATA MODUL AG / Key word(s): Offer 28.01.2015 10:06 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen, Munich, Germany, as well as Arrow Electronics, Inc., Centennial, USA, and its indirect 100 % subsidiary Blitz 14-482 GmbH (in future: Arrow Central Europe Holding Munich GmbH), Munich, today have entered into an agreement for the preparation of a public takeover of DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen. Further, Blitz 14-482 GmbH has stated that several shareholders of the company, among others members of the Hecktor family and Varitronix Investment Limited, have agreed to transfer their shares, in aggregate corresponding to 37.36 % of the nominal share capital of the company, to Blitz 14-482 GmbH against payment of the announced offer price of EUR 27.50 per share in connection with the takeover or to tender their shares into the public takeover offer announced by Blitz 14-482 GmbH. DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen with its seat in Munich, Germany ("Data Modul AG"), Arrow, Inc., with its seat in Centennial, USA ("Arrow, Inc."), and Blitz 14-482 GmbH (in future: Arrow Central Europe Holding Munich GmbH), a 100 % indirect subsidiary controlled by Arrow, Inc. with its seat in Munich ("Arrow CEHM"), today have entered into an agreement with regard to an intended takeover of Data Modul AG by Arrow CEHM ("Business Combination Agreement"). According to a public announcement of Arrow CEHM pursuant to Sec. 10 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) published today, Arrow CEHM intends to issue a voluntary public takeover offer pursuant to Secs. 29 et seq. of the German Securities Acquisition and Takeover Act to the shareholders of Data Modul AG for the acquisition of all shares in Data Modul AG against payment of a cash consideration of EUR 27.50 per share. The offer price comprises a premium of approximately 36 % on the weighted average stock exchange price of the Data Modul-shares during the three months preceding the day of this publication. In addition, Arrow CEHM today has informed the company that they have entered into a share purchase agreement with shareholders of the Hecktor family and Varitronix Investment Limited pursuant to which such shareholders sell their shares, in aggregate corresponding to 34.22 % of the nominal share capital of Data Modul AG, for a purchase price of EUR 27.50 per share to Arrow CEHM (the "SPA"). As stated by Arrow CEHM, the closing of the SPA is in particular subject to the conditions precedent of anti-trust clearance of the transaction by the competent authorities and achievement by Arrow CEHM of a participation corresponding to at least 75 % of the nominal share capital of Data Modul AG upon completion of the public takeover offer and the SPA. In addition, Arrow CEHM has informed the company that further shareholders of the company have irrevocably committed themselves to tender their shares, in aggregate corresponding to 3.14 % of the nominal share capital of Data Modul AG, into the announced public takeover offer. By means of the SPA and these irrevocable tender commitments, Arrow, Inc. and Arrow CEHM already today have secured the acquisition of in aggregate 37.36 % of the nominal share capital of the company. Taking into account the fact that the company holds 132,182 treasury shares, this currently corresponds to 38.82 % of the voting rights in the company. According to the Business Combination Agreement, also the consummation of the intended takeover offer is in particular subject to the conditions precedent of anti-trust clearance of the transaction by the competent authorities and achievement by Arrow CEHM of a participation corresponding to at least 75 % of the nominal share capital of Data Modul AG upon completion of the public takeover offer and the SPA. The management board and the supervisory board of Data Modul AG, based on the information known to them at the time of this publication, support the intended transaction. In particular, the management board and supervisory board of Data Modul AG are of the opinion that the announced offer price of EUR 27.50 per share is fair, appropriate and attractive. Accordingly, the management board has announced in the Business Combination Agreement to support the takeover offer of Arrow CEHM, subject to its duties and responsibilities according to German law, in particular its fiduciary duties, duties of loyalty and duties of care and other requirements under German takeover law, and subject to a re-assessment of the takeover offer upon publication of the offer document. Munich, this 28 January 2015 The Management Board of Data Modul AG 28.01.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: DATA MODUL AG Landsberger Straße 322 80687 München Germany Phone: +49 (0)89 56017-105 Fax: +49 (0)89 56017-102 E-mail: [email protected] Internet: www.data-modul.com ISIN: DE0005498901 WKN: 549890 Listed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------