EANS-Adhoc: Derby Cycle AG and Pon Holdings B.V. agree to strategic cooperation and a takeover offer for Derby Cycle

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Contracts

21.09.2011

Cloppenburg, September 21, 2011 - Derby Cycle AG and Pon Holdings
B.V. (hereinafter called "Pon") based in Almere in the Netherlands
and its wholly-owned subsidiary Pon Holding Germany GmbH have today
signed a Business Combination Agreement (hereinafter called the
"BCA") and have thus entered into a strategic cooperation. In
addition, Pon Holding Germany GmbH has committed itself in the BCA
that it will make a voluntary public offer pursuant to Sections 29
ff. of the German Securities Acquisition and Takeover Act (WpÜG) to
all shareholders in Derby Cycle AG. In return, Derby Cycle AG
shareholders are to be offered a consideration of EUR 28.00 per share
in cash.

Under the terms of the BCA, the offer will be subject to a small
number of conditions only, including in particular the approval of
the merger by the responsible anti-trust authorities and an
acceptance rate of 50% of the capital stock and voting rights in
Derby Cycle AG plus one share. It is further agreed under the BCA
that Pon will not seek to make any changes to the composition of the
Management Board of Derby Cycle. In addition, it is intended that
Derby Cycle AG should retain its independence and stock market
listing for at least 18 months. Thus, the parties agreed to exclude
entry into a control and/or profit transfer agreement as well as a
squeeze-out for the same time period. Furthermore, Pon has declared
to financially support Derby Cycle in its future aspired growth, in
particular in the case that Derby Cycle should realize a currently
considered acquisition.

Derby Cycle expects the offer documents to be published by Pon
Holding Germany GmbH and the acceptance period to commence in the
course of the next weeks. The acceptance period is intended to last a
maximum of five weeks. The offer price values Derby Cycle AG`s share
capital at a total of EUR 210.0 million.

Further information:
ISIN: DE000A1H6HN1
German Security Code Number (WKN): A1H6HN
Exchange: Regulated Market (Prime Standard), Frankfurt

Derby Cycle AG
Siemensstrasse 1-3
49661 Cloppenburg, Germany

< End of ad hoc announcement >

Further inquiry note:
cometis AG
Unter den Eichen 7
65195 Wiesbaden
www.cometis.de

Dominic Großmann / Tobias Eberle
Telefon: +49 (0)611-20 58 55-15 / -25
E-Mail: grossmann@cometis.de

end of announcement euro adhoc
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issuer: Derby Cycle AG
Siemensstr. 1-3
D-49661 Cloppenburg
phone: +49-4471-966-238
FAX: +49-4471-966-44820
mail: u.boegershausen@derby-cycle.de
WWW: http://www.derby-cycle.de
sector: Consumer Goods
ISIN: DE000A1H6HN1
indexes: SDAX
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, München
language: English