VTG Aktiengesellschaft: Announced takeover offer by an investment company advised by Morgan Stanley Infrastructure Inc.

Warwick Holding GmbH, an indirect subsidiary of funds advised by Morgan Stanley Infrastructure Inc. ("the Bidder"), which holds approx. 29% of the shares in VTG Aktiengesellschaft ("the Company"), today announced its decision to make a voluntary public takeover offer to all shareholders of VTG Aktiengesellschaft at an offer price of EUR 53 per share.

According to the Bidder, K├╝hne Holding AG, which holds approx. 20% of the shares in VTG Aktiengesellschaft, irrevocably committed to tender the shares it currently holds in connection with the takeover offer.

The announced takeover offer has not been agreed with the Company. In the Company's view, the offer does not reflect the fundamental value of VTG Aktiengesellschaft considering its future potential, resulting for example from the strengthening of VTG Aktiengesellschaft's business model by the proposed acquisition of the CIT Rail Holdings (Europe) SAS ("Nacco acquisition") and the digitization strategy initiated by the Company. Offering a premium of only 4% on the volume-weighted three-month average share price (three-month VWAP) prior to today's announcement, the offer price does not contain an adequate control premium. From today's perspective, the Executive Board of the Company will therefore not be able to recommend to its shareholders to accept an offer at EUR 53 per share.

Dr. Heiko Fischer, CEO of VTG Aktiengesellschaft, explains: "We are always open for constructive discussions with the Bidder. As soon as we have received the offer document, we will examine in detail whether it is in the interest of the Company, our employees and shareholders. From today's perspective of the Executive Board, the announced offer price of EUR 53 does not adequately reflect the potential of the company and is therefore not appropriate."

The Bidder has announced that the offer is subject to both the usual closing conditions and the closing of the Nacco acquisition. As is known, the completion of the Nacco acquisition was cleared by the responsible antitrust authorities subject to conditions. The Company expects the acquisition of Nacco to be completed in the second half of this year, as anticipated.

Furthermore, as a condition of the takeover offer, the Bidder assumes that the VTG Group has no business relationships with parties sanctioned by the U.S. Office for Foreign Assets Control (OFAC). The Company continuously reviews its business relationships regarding matters relevant to sanctions.

The Executive Board and Supervisory Board of the Company, together with their advisors, will analyse the offer in detail and without delay after its publication, and will comment on it in a reasoned opinion. VTG Aktiengesellschaft shareholders are requested not to take any action until they have received and reviewed this opinion.

About VTG:

VTG Aktiengesellschaft is one of Europe's leading wagon hire and rail logistics companies, with a fleet consisting of more than 80,000 railcars. VTG offers a full-range service, providing tank cars, intermodal wagons, standard freight wagons and sliding wall wagons. 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.

In the financial year 2017, VTG generated revenue of EUR 1,014 million and operating profit (EBITDA) of EUR 343 million. Via its subsidiaries and affiliates the company, which has its head office in Hamburg, is mainly present in Europe, North America, Russia and Asia. As at 31 December 2017, VTG had 1,500 employees worldwide. VTG AG is listed on the official Prime Standard market of the Frankfurt Stock Exchange and also on the SDAX (WKN: VTG999).