EANS-News: Derby Cycle AG announces Business Combination Agreement and planned public takeover offer by Pon Holdings B.V.

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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Mergers - Acquisitions - Takeovers

Subtitle: Cash offer of EUR 28.00 per Derby Cycle share agreed upon
in Business Combination Agreement / Derby Cycle Management Board and
Supervisory Board support the soon to be made offer as specified in
the Business Combination Agreement / Pon supports Derby Cycle’s
growth strategy / Guarantee for site location in Cloppenburg

Cloppenburg (euro adhoc) - September 21, 2011 - Derby Cycle AG (ISIN
DE000A1H6HN1) and Pon Holdings B.V. ("Pon") today reached a Business
Combination Agreement ("BCA") and have thus entered into a strategic
cooperation. In addition, Pon commits itself to make a voluntary
public takeover offer to all shareholders of Derby Cycle AG via its
subsidiary Pon Holding Germany GmbH. The agreement was also published
via an ad hoc release today. The Management Board and Supervisory
Board of Derby Cycle support the offer as specified in the BCA. Pon,
one of the largest family-owned businesses in the Netherlands, is an
international trading and service company, engaged in a wide range of
activities surrounding mobility.

Mathias Seidler, CEO of Derby Cycle, comments on the new developments
as follows: "With Pon, we have found a long term strategic partner
that both fully supports our growth strategy and lets us act
independently. At the same time, with Pon we can boost our
internationalization and use its expertise and resources to finance
both organic growth and future acquisitions." Uwe Bögershausen, CFO
of Derby Cycle, adds: "Next to the benefits to the company´s future
development, it was very important for us to find a partner that will
honor our company´s culture and our employees. Through the BCA, we
have secured a long-term commitment to our site location in
Cloppenburg. Also, Pon does not intend to make any changes to the
composition of the Management Board of Derby Cycle and stands behind
Derby Cycle´s independence."

Pon is active in amongst others the automotive and bicycle market.
Its experience in the bicycle market goes back many years as the
company began as a bicycle dealer in Amersfoort at the end of the
19th century and at one time made its own `Pon´ bicycles there. The
company has also been importing products such as Continental cycle
tyres for decades. Earlier this year, Pon acquired Koninklijke
Gazelle NV ("Gazelle"), one of the leaders in the Dutch bicycle
market, to expand its bicycle-related activities. According to Pon,
the strategic cooperation with Derby Cycle and the accompanying
proposed takeover fits in with the growth strategy of Pon as the
trendsetting provider of mobility.

Pon has announced 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 and Pon will
also further investigate a possible cooperation between Derby Cycle
and Gazelle, a subsidiary of Pon. The two partners will consider all
possible forms of cooperation in this respect. On the basis of a
first assessment, the corporate cultures of Derby Cycle and Gazelle
are still very similar. This results also from the fact that Gazelle
once belonged to the Derby Cycle group from 1987 to 2001. The two
companies´ product portfolios are also well aligned and both have
prominent positions in their domestic markets.

Details of the offer

The Business Combination Agreement between Derby Cycle and Pon
specifies that Pon will offer EUR 28.00 per share in cash for all
issued and outstanding shares in Derby valuing the equity of the
company at EUR 210.0 million. This offer price represents:

- A 28% premium to the latest closing price of EUR 21.91 (XETRA) on
16 September 2011, the trading day before Derby Cycle announced
advanced negotiations regarding a business agreement. - A 45% premium
to the volume weighted average share price of the last three months
of EUR 19.30. - A 124% premium to the IPO price of Derby Cycle in
February 2011 of EUR 12.50.

The offer will be subject to an offer acceptance level of at least
50% of the share capital of Derby Cycle plus one share as well as
other customary conditions to be outlined in the offer document,
including merger clearance. 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. Further details will
then be available on www.pon.com.

According to Pon, the offer will be fully funded from Pon´s available
cash and bank resources.

About Pon: Pon, one of the largest family-owned businesses in the
Netherlands, is an international trading and service company, engaged
in a wide range of activities. Pon constantly strives to achieve the
highest possible added value in the relationship between customer and
manufacturer. This is based on high-quality products supplied by
leading manufacturers, including Volkswagen, Caterpillar, MAN and
Continental. Pon also offers complementary services, such as
maintenance, repair, leasing, rental and insurance. Pon employs
almost 11,000 people at over 250 branches across 12 countries.

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 550 employees, Derby Cycle achieved revenue of EUR 173
million in the 2009/2010 financial year, 72.6 percent of which was
generated in Germany, and 27.4 percent abroad. Earnings before
interest and tax (EBIT) amounted to approximately EUR 12 million.
Derby Cycle sold a total of around 430,000 bicycles, of which 44,000
comprised e-bikes. As a consequence, Derby Cycle has asserted a
position of clear market leadership in the German e-bike market in
2010 with a 20 percent market share. The company forecasts revenues
of EUR 220 million to 240 million, and an EBIT margin of 8 to 9
percent (2009/10: 7.0 percent) for the 2010/11 financial year that
ends on September 30, 2011. Further information is available at:
www.derby-cycle.com

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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company: 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