Information published on 20 January 2015 in the UIC electronic newsletter "UIC eNews" Nr 432.

AAE, Switzerland: VTG Aktiengesellschaft completes acquisition of Ahaus Alstätter Eisenbahn Holding AG (AAE)

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VTG Aktiengesellschaft (WKN: VTG999), one of the leading wagon leasing and logistics companies in Europe, has successfully acquired Swiss wagon leasing company Ahaus Alstätter Eisenbahn Holding AG (AAE). Following the approval of all anti-trust authorities concerned – Germany, Austria, Poland and Russia – the merger has been finalised and came into full effect in Hamburg on 6 January 2015. VTG has acquired all AAE shares and expanded its fleet from more than 50,000 to over 80,000 wagons.

“I am delighted that we have been able to take this step just three months after the merger agreement was drawn up. I am now more convinced than ever about the tremendous opportunities offered by this merger”, said Dr Heiko Fischer, CEO of VTG Aktiengesellschaft, and added: “VTG and AAE complement each other perfectly. We will now unite VTG and AAE’s employees and business activities to offer our customers a new and expanded range of services.”

Both companies released information about the proposed merger on 29 September 2014. In its capacity as a wagon leasing company, AAE is a leading provider in the field of combined transport. Experts anticipate that this market will double in size by 2030. VTG has expanded its fleet to a total of more than 80,000 wagons: around 30,000 AAE wagons will be added to the existing VTG fleet of over 50,000.
Shipping, railway and rail logistics companies will now be able to benefit from a full range of VTG wagon types, comprising tank wagons, intermodal wagons, standard freight wagons and sliding wall wagons, with a comprehensive spectrum of corresponding services. The average age of the AAE wagons is around 15 years which is significantly lower than the 23-year average of the VTG fleet. The age profile of the entire fleet therefore decreases to an average of 20 years.

As previously announced in September 2014, pursuant to the transaction, VTG Aktiengesellschaft has issued approximately 7.4 million new shares. This thereby increases the company’s capital to EUR 28.8 million, representing a 34% increase. The seller, Andreas Goer, will acquire these shares as part of the agreed contractual consideration and, in doing so, will become the second largest individual VTG shareholder after Compagnie Européenne de Wagons S.à r.l. which is managed by Wilbur Ross.

The considerably larger fleet and a current balance sheet total of around EUR 3 billion poses higher demands for balanced and efficient external financing. VTG, therefore, intends to expand its Executive Board by welcoming financial expert Mark Stevenson. A corresponding resolution from the Supervisory Board is expected in January 2015. Mr Stevenson has been a member of the AAE Executive Board for finance (CFO) since 1994 and has made a decisive contribution to growing the company. In addition, he assumed the position of Chief Executive Officer (CEO) for the first time in 2006, and again in 2014.

“We are very pleased to welcome such a qualified and experienced financial expert with a great deal of specific knowledge about AAE’s history to the VTG Executive Board. Mark Stevenson will work alongside Dr Kai Kleeberg to ensure that the financial structures of both companies grow closer together and that the integration progresses smoothly”, explained Dr Heiko Fischer.

(Source: AAE)