EQS-Adhoc: Voltabox AG acquires GMS Electronic Vertriebs GmbH in exchange for a cash payment and the issuance of new shares by way of an increase in capital for a contribution in kind; adjustment of the forecast

Voltabox AG (future name: Voltatron AG) acquires GMS Electronic Vertriebs GmbH in exchange for a cash payment and the issuance of new shares by way of an increase in capital for a contribution in kind; adjustment of the forecast for the 2025 fiscal year

Paderborn, July 29, 2025 – Voltabox AG, which will soon operate under the name Voltatron AG (ISIN: DE000A2E4LE9, the “Company”), today signed a purchase agreement with Gebhart Holding GmbH, based in Jockgrim, for the acquisition of all shares in GMS Electronic Vertriebs GmbH, also based in Jockgrim (“GMS”). GMS has been active in the market for over 25 years and specializes in the international distribution of electronic components and devices for applications in medical technology, event technology, industrial automation, and network and communication technology. In the 2024 fiscal year, GMS generated revenue of approximately € 19 million and a net income of around € 1.4 million (both in accordance with the German Commercial Code – HGB).

This transaction forms part of the Company’s announced M&A-driven growth strategy and represents an expansion of the Company’s value chain, which has previously focused primarily on development and production activities.

The acquisition of GMS will be carried out in exchange for a cash payment as well as the issuance of new shares of the Company from a capital increase by way of contribution in kind to Gebhart Holding GmbH. The cash component represents roughly three-quarters of the total consideration, while the new shares account for the remaining one-quarter. To this end, the Management Board, with the approval of the Supervisory Board, intends to increase the Company's share capital of € 21,063,073.00 by € 1,324,224.00 to € 22,360,297.00 by partially utilizing the Authorized Capital 2025. This will be achieved by issuing a total of 1,324,224 new no-par value bearer shares in exchange for contributions in kind consisting of the transfer of all shares in GMS. The new shares will be issued at an issue price of € 1.00 per share with full dividend rights from the beginning of the 2025 fiscal year (the “New Shares”). Under a waiver of the statutory subscription rights of the other shareholders, Gebhart Holding GmbH will be admitted to subscribe for the New Shares, contributing all shares in GMS to the Company by way of a so-called mixed contribution in kind.

In connection with the execution of the above transaction, the Management Board has adjusted the forecast for the 2025 financial year. Taking into account the expected initial consolidation of GMS as of August 1, 2025 and based on the business planning of GMS, the Management Board now anticipates consolidated revenue from continuing operations in the range of € 23 to 26 million. In addition, the Management Board expects revenue of around € 1.6 million from discontinued operations in 2025. The previous forecast projected consolidated revenue of € 15 to 20 million.

As previously announced, the sale of the high-voltage battery business (formerly part of the VoltaMobil business segment) will result in a one-off extraordinary positive earnings effect of € 2.6 million from discontinued operations pursuant to IFRS 5. As a result of the planned partial consolidation of GMS as of August 1, 2025, EBITDA¹ from continuing operations is now expected to range between € 1 and 1.5 million for the full year (previously: € 0 to 1 million).

¹ The Company uses EBITDA as an alternative performance measure (APM). EBITDA is not a performance measure defined in the IFRS standards. The Company’s definition of EBITDA (see pages 24 and 25 of the company’s 2023 Annual Report) may not be comparable with similarly titled performance measures and information used by other companies.
 

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About Voltabox AG

Voltabox AG (ISIN DE000A2E4LE9), listed in the Regulated Market (Prime Standard) of Deutsche Börse AG in Frankfurt am Main, is a technology-driven provider of battery systems and complex electronic solutions. The company develops and manufactures electronic assemblies, components, and complete systems that are used primarily in the battery and energy storage industry, life-support medical technology, industrial measurement and control technology, IoT solutions, as well as in consumer electronics and audio and lighting technology.

Media & Capital Markets Contact

Stefan Westemeyer
Phone:  +49 160 951 287 54
Email: investor@voltabox.ag