Derby Cycle AG : Amendment of the Business Combination Agreement with Pon and announcement of a Squeeze-Out request by Pon Holding Germany GmbH

Ad-hoc-Announcement

Derby Cycle AG: Amendment of the Business Combination Agreement with Pon and announcement of a Squeeze-Out request by Pon Holding Germany GmbH

28.05.2012

Cloppenburg - Derby Cycle AG and Pon Holdings B.V. ("Pon"), a company with registered seat in the Netherlands, as well as Pon Holding Germany GmbH, a fully owned subsidiary of Pon, today agreed upon the amendment of the Business Combination Agreement ("BCA") dated 21 September 2011.

The BCA contained, inter alia, a provision that provides for Derby Cycle AG remaining an independent, stock exchange listed company for a period of 18 months, commencing with the announcement of the takeover offer by Pon. Today, the management board of Derby Cycle AG decided, with the consent of the supervisory board, to agree to the amendment of the BCA. According to the amendment, the principal shareholder of Derby Cycle AG, Pon Holding Germany GmbH, will now be allowed to request the transfer of all shares held by the minority shareholders to the principal shareholder in return for payment of an appropriate cash compensation pursuant to sec. 327a of the German Stock Corporation Act (Aktiengesetz - AktG) already before the aforementioned 18-months-period has ended.

Pon Holding Germany GmbH informed Derby Cycle AG about its intention to submit a request according to sec. 327a AktG to have the shareholders meeting of Derby Cycle AG resolve upon the transfer of all shares of minority shareholders to Pon Holding Germany GmbH in return for payment of an appropriate cash compensation immediately after the amendment of the BCA agreed today that is presumably on 29 May 2012.

Further information:

ISIN: DE000A1H6HN1German Security Code Number (WKN): A1H6HNExchange: Regulated Market (Prime Standard), Frankfurt

Derby Cycle AG Siemensstrasse 1-3 49661 Cloppenburg, Germany

< End of ad hoc announcement >

About Derby Cycle:

Derby Cycle is Germany's largest bicycle manufacturer in terms of revenues, and one of the leading manufacturers in Europe. In particular, global demand growth for high-quality electric and sports bicycles, as well as the company's advancing internationalisation in all European volume markets, are reflected in the company's dynamic growth. Derby Cycle's product range comprises electric bicycles, sports bicycles for leisure and competition purposes, as well as comfort bikes for everyday and travel use. These bicycles are sold through the established Kalkhoff, FOCUS, Raleigh, Univega and Rixe brands. All models are developed and assembled at the company's base in Cloppenburg, Germany. These high-quality products are distributed through specialist retailers who provide their customers with professional advice and extensive service.

With around 614 employees, Derby Cycle achieved revenue of EUR 235.5 million in the fiscal year 2010/2011, 66.9% of which was generated in Germany, and 33.1% abroad. Earnings before interest and tax (EBIT) amounted to approximately EUR 19.6 million. Derby Cycle sold a total of around 482,000 bicycles, of which 87,000 comprised e-bikes. The company forecasts revenues of EUR 250 million to 270 million, and an EBIT margin of 8 to 9% (2010/11: 8.3%) for the 2011/12 fiscal year that ends on September 30, 2012.