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DGAP-News: Full-service for rail transport: VTG Aktiengesellschaft acquires railcar provider AAE, Ahaus Alstätter Eisenbahn Holding AG

VTG Aktiengesellschaft / Key word(s): Acquisition

29.09.2014 / 19:48

Press release

Full-service for rail transport: VTG Aktiengesellschaft acquires railcar provider AAE, Ahaus Alstätter Eisenbahn Holding AG

- Wagon fleet increases from over 50,000 wagons to around 80,000

- Full-service railcar provider of all essential wagon segments created

- New strategic foothold: combined transport

- Additional principal shareholder brings stability and industry knowledge

- Financing via three pillars

- Significant increase in revenues, EBITDA grows by more than 75 percent

Hamburg, September 29, 2014. VTG Aktiengesellschaft (WKN: VTG999), one of the leading wagon hire and logistics companies in Europe acquires the wagon hire company AAE, Ahaus Alstätter Eisenbahn Holding AG. This merger enables VTG to strengthen its position as the largest private wagon hire company in Europe, with a fleet consisting of around 80,000 wagons. The main focus of the newly acquired fleet is on combined transport wagons which in turn rounds off VTG's wagon and service range in Europe and closes a vital gap in its product portfolio.

"Acquiring AAE represents a major strategic step forward for our company", explains Dr. Heiko Fischer, CEO of VTG Aktiengesellschaft. "The merger of two innovation leaders will lead to the establishment of the only single-source provider of all essential wagon segments for rail freight transportation throughout Europe. This will open us up to new customer groups and allow us to continue to address the market segment with the strongest growth potential. Both the shipping industry and rail companies can equally benefit from our products and services."

AAE is a leading provider as a rental company for combined transport services. "Combined" or "intermodal" transportation refers to all forwarding and transport operations which involve the same loading units, e.g. containers, by rail combined with other modes of transport. The combined transportation market continues to grow considerably and experts forecast that demand will double by 2030. Around 30,000 AAE wagons will be added to VTG's existing wagon fleet, which consists of more than 50,000 wagons. The average age of the AAE wagons is approximately 15 years which is significantly less than the average age of the VTG fleet, which currently stands at 23 years. AAE is active in 24 countries throughout Europe and Russia.

The owner of AAE, Andreas Goer, is pleased about the merger. "I have looked upon VTG as an innovative, strategically-driven company with clear direction for a long time. I am delighted to be able to see my family's life's work in such capable and reliable hands and to continue to accompany the common enterprise on its journey into the future."

Dr. Fischer classified the significance of the transaction by adding, "I am very pleased about the additional shareholder and his excellent industry knowledge. The huge leap will open up completely new horizons for us than ever before in VTG's recent history".

The acquisition is to be carried out by way of VTG shares, a cash component and a vendor loan note. The VTG shares shall be issued in the form of a capital increase. Andreas Goer subscribes for 7.4 million new shares and thereby acquires 26 percent of the increased share capital of VTG. The vendor loan note amounts to approximately EUR 230 million and the cash component is EUR 15 million. On meeting certain conditions for adjustments met, VTG will pay up to EUR 3 million of additional compensation. Mr. Goer has informed VTG that he does not intend to take over VTG.

AAE is based in Baar, Switzerland. In the group around 135 employees generated a turnover of more than EUR 200 million in 2013 and an EBITDA of almost EUR 150 million. As of December 31, 2013, the net indebtedness of the enterprise was EUR 890 million. Subject to clearance by the competent antitrust authorities, the transaction is expected to be completed in the first half of 2015.

About VTG:

VTG Aktiengesellschaft is one of Europe's leading wagon hire and rail logistics companies. Globally, the fleet consists of some 53,000 railcars, with a focus on tank cars and state-of-the-art high capacity freight cars and flat cars. In addition to the hiring of wagons, the Group offers comprehensive multi-modal logistics services, mainly around rail transport, and global tank container transports.

With the combination of its three interlinked divisions Railcar, Rail Logistics and Tank Container Logistics, VTG offers its customers a high-performance platform for international transport of their freight. The Group has many years of experience and specific expertise, in particular in the transport of liquid and sensitive goods. Its customers include numerous well-known companies from almost every industrial sector, for example the chemical, petroleum, automotive, paper and agricultural industries.

About AAE:
With some 30,000 freight cars, the AAE Group is one of the largest freight railcar leasing company in Europe and market leader for freight cars in intermodal transport, which is growing at a particularly strong rate. The goal of the company, which was founded in 1989, is to make environmentally friendly rail transport increasingly economically viable and efficient. The company's strategy is based around AAE's railway expertise and the provision of innovative products and services. In pursuit of this strategy, in addition to its basic lease concept, AAE has built up a European network of workshops and developed full-service solutions. This enables AAE to offer high levels of availability and high performance.

Media contact Investor Relations contact:

Monika Gabler Christoph Marx

Head of Corporate Communications Head of Investor Relations

Telephone: +49 (0) 40 23 54-1341 Telephone: +49 (0) 40 23 54-1351

Fax: +49 (0) 40 23 54-1340 Fax: +49 (0) 40 23 54-1350

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