NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

MORGAN STANLEY INFRASTRUCTURE PARTNERS ANNOUNCES FINAL RESULT OF VOLUNTARY PUBLIC TAKEOVER OFFER TO ALL SHAREHOLDERS OF PNE AG

• MSIP has successfully secured a total of approximately 40% of PNE AG shares at the end of the additional acceptance period
• As largest shareholder of PNE, MSIP will support the Company's future development
• Closing of the transaction expected on 9 January 2020

Frankfurt/Cuxhaven, 6 January 2020 - Photon Management GmbH (the "Bidder" or the "Investor"), an affiliate of funds managed and advised by Morgan Stanley Infrastructure Inc. and part of Morgan Stanley's global private infrastructure investment platform, Morgan Stanley Infrastructure Partners ("MSIP"), today announced the final result of its voluntary public cash takeover offer (the "Offer") to all shareholders of PNE AG ("PNE" or the "Company") (ISIN DE000A0JBPG2) for the acquisition of all PNE shares not already directly held by the Investor.
 

By the end of the additional acceptance period on 31 December 2019 the Bidder has now secured a total of approximately 40% of the shares. Accordingly, MSIP has become the largest shareholder of PNE AG.
 

Christoph Oppenauer, Executive Director at MSIP based in Frankfurt, said: "We are pleased to become the largest shareholder of PNE AG following completion of our takeover offer in the coming days. As a long-term oriented infrastructure investor we look forward to working with the Company over the coming years."
 

All offer conditions are fulfilled. The final settlement and closing of the transaction are expected on 9 January 2020.
 

Additional information is available on the following website: .

 

Media contacts:

About Morgan Stanley Infrastructure Partners

Established in 2006, Morgan Stanley Infrastructure Partners ("MSIP") is a leading global infrastructure investment platform which has invested c. $8 billion of capital commitments in 26 portfolio companies. It employs an established, disciplined process to invest and manage a diverse portfolio of infrastructure assets predominantly in OECD countries. As an infrastructure investor, MSIP seeks assets with long useful lives that perform essential services to society while generating stable, predictable cash flows that are linked to inflation. MSIP's focus sectors include Power Generation and Utilities, Natural Gas, Transportation, and Digital Infrastructure. The team possesses considerable infrastructure investing and asset management experience. It is one of the largest in the industry and has offices across the globe.

Important Notice

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of PNE AG (the "Company"). The final terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication and the amendment thereto. Investors and holders of securities of the Company are strongly recommended to read the offer document, as amended, and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.

The Offer is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ãœbernahmegesetz - WpÃœG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been or will be filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Photon Management GmbH (the "Bidder") reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.