EQS-News: AUSTRIACARD HOLDINGS AG and Dai Nippon Printing agree strategic framework for intended voluntary public takeover offer, irrevocable undertaking from major shareholder available
EQS-News: AUSTRIACARD HOLDINGS AG and Dai Nippon Printing agree strategic framework for intended voluntary public takeover offer, irrevocable undertaking from major shareholder available
EQS-News: AUSTRIACARD HOLDINGS AG / Key word(s): Tender Offer
AUSTRIACARD HOLDINGS AG and Dai Nippon Printing agree strategic framework
for intended voluntary public takeover offer, irrevocable undertaking from
major shareholder available
13.05.2026 / 09:08 CET/CEST
The issuer is solely responsible for the content of this announcement.
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AUSTRIACARD HOLDINGS AG: AUSTRIACARD and Dai Nippon Printing agree
strategic framework for intended voluntary public takeover offer,
supported by irrevocable undertaking from major shareholder Nikolaos Lykos
• DNP intends to launch an all-cash voluntary public takeover offer at
EUR 10.00 per AUSTRIACARD share
• AUSTRIACARD and DNP have entered into a Memorandum of Understanding
setting out the strategic framework for the contemplated transaction
• Mr. Nikolaos Lykos has entered into an irrevocable undertaking to
accept the intended offer in respect of his shareholding of c.74.6%
• Offer price represents a premium of approximately 20-24% to the last
closing price prior to announcement and approximately 43-46% to the
six-month VWAP of AUSTRIACARD shares[1][1]
Vienna, May 13, 2026
AUSTRIACARD HOLDINGS AG („AUSTRIACARD“ or the “Company”) notes today’s
announcement by Dai Nippon Printing Co., Ltd. (“DNP”) of its intention to
launch a voluntary public takeover offer aimed at acquiring control of
AUSTRIACARD pursuant to the Austrian Takeover Act (the “Offer”).
In connection with the Offer, AUSTRIACARD and DNP have entered into a
memorandum of understanding setting out the principal framework for the
contemplated transaction and the parties’ intended cooperation following
completion.
Separately, Mr. Nikolaos Lykos, AUSTRIACARD’s largest shareholder and a
member of the Supervisory Board, has entered into an irrevocable
undertaking to accept the Offer in respect of his shareholding of
approximately 74.6%.
According to DNP’s announcement, the Offer will provide for a cash
consideration of EUR 10.00 per AUSTRIACARD share. Based on the Company’s
current share capital of 36,353,868 shares, the Offer values AUSTRIACARD’s
entire issued share capital at approximately EUR 364 million.
The Offer price represents a premium of approximately 20-24% to the last
closing price of AUSTRIACARD shares prior to today’s announcement and
approximately 43-46% to the volume-weighted average price of AUSTRIACARD
shares over the last six months prior to today’s announcement^1.
Strategic rationale
DNP is a Tokyo-headquartered global technology and manufacturing group
founded in 1876 and listed on the Tokyo Stock Exchange with a broad
technology and manufacturing platform across printing, information
security, smart cards, authentication, secure data solutions and related
digital technologies.
DNP has identified its information security-related business as a
strategic focus area in its current mid-term management plan, with the
objective of expanding high-value-added services, strengthening market
share through partnerships and investing in attractive growth markets. The
intended transaction would support this strategy by combining DNP’s global
scale, technology base and long-term investment capacity with
AUSTRIACARD’s established European platform, strong positions in payment
and identification solutions, security printing capabilities and growing
digital technologies business.
DNP has also highlighted expected synergies with Rubicon SEZC (the holding
company of Laxton Group), which DNP acquired in 2025 and which specializes
in government-focused ID authentication services in Africa. AUSTRIACARD
has an established track record in national ID cards, ballot papers and
security printing across Europe, Africa and other international markets,
providing a strong basis for future cooperation in trusted public-sector
and private-sector solutions.
Mr. Emmanouil Kontos, Chairman of the Management Board and Group CEO of
AUSTRIACARD, said:
“AUSTRIACARD has developed into an international applied technology
company with strong position in holistic secure payment and identity
solutions, security printing and AI-powered digital technologies. We
welcome DNP’s intention to launch a public takeover offer and the
strategic rationale presented for the contemplated transaction. DNP’s
global scale, technology capabilities and long-term investment perspective
could create meaningful opportunities to accelerate AUSTRIACARD’s
strategy, expand our international reach and drive our next phase of
growth.”
Mr. Nikolaos Lykos, member of the Supervisory Board of AUSTRIACARD, said:
“Our Company’s roots go back to the Lykos printing business founded in
1897, and its development has always been built on entrepreneurship, trust
and long-term commitment. Over generations, that heritage has grown into
AUSTRIACARD: a business with a strong culture, trusted customer
relationships and a clear strategic purpose. In DNP, I believe we have
found the right partner to carry that legacy forward: a company that has
followed a similar path from deep printing roots to advanced technology
solutions, with shared values and a common focus on security, trust,
innovation and long-term value creation.”
Memorandum of understanding and irrevocable undertaking
The Management Board and the Supervisory Board of the Company, which have
approved the conclusion of the memorandum of understanding, welcome DNP’s
intention to launch the Offer and, subject to their review of the offer
document, intend to recommend acceptance of the Offer to the shareholders
in their formal response statement pursuant to Section 14 par. 1 of the
Austrian Takeover Act (ÜbG).
The memorandum of understanding reflects the parties’ intention to pursue
a cooperative transaction process and, following completion of the Offer
and subject to applicable law and the duties of AUSTRIACARD’s corporate
bodies, to explore effective ways of cooperation to strengthen and grow
the Company’s business in the long term.
DNP has indicated that it intends to support continuity of AUSTRIACARD’s
business, including by supporting the retention and development of key
talent within the Group and maintaining the Company’s headquarters in
Vienna.
Upon completion of the transaction, DNP intends to be represented in the
Supervisory Board of the Company in a manner which appropriately reflects
its shareholding. Mr. John Costopoulos, Chairman of the Supervisory Board
of AUSTRIACARD, and Mr. Nikolaos Lykos have committed to continue serving
as members of the Supervisory Board of the Company, helping to ensure
continuity.
As part of the memorandum of understanding, AUSTRIACARD currently does not
intend to declare, propose or pay any dividend or other distribution prior
to settlement of the Offer, including the previously contemplated dividend
for the financial year 2025 of EUR 0.10 per share.
Separately, Mr. Nikolaos Lykos, who owns approximately 74.6% of the
Company’s share capital, has entered into an irrevocable undertaking to
accept the Offer in respect of his AUSTRIACARD shares. This undertaking is
expected to support the successful implementation of the Offer and the
achievement of the minimum acceptance condition.
Conditions and expected timetable
According to DNP’s announcement, the Offer is expected to be subject to
customary conditions, including:
• a minimum acceptance condition of 75% of AUSTRIACARD’s issued shares;
• receipt of required foreign direct investment clearances;
• receipt of required merger control clearances; and
• other conditions customary for transactions of this nature.
The final terms and conditions of the Offer will be set out exclusively in
the formal offer document. The offer document will be published following
review by the Austrian Takeover Commission and, to the extent applicable,
in accordance with requirements resulting from AUSTRIACARD’s listing on
the Euronext Athens Exchange.
Subject to publication of the offer document and satisfaction of the
applicable offer conditions, completion of the intended transaction is
expected in the fourth quarter of 2026.
Advisors
Morgan Stanley & Co. International plc is acting as exclusive financial
advisor to AUSTRIACARD. Covington & Burling LLP, DSC Doralt Seist Csoklich
and Argyropoulos-Gissaki & Associates are acting as legal advisors to
AUSTRIACARD.
About AUSTRIACARD HOLDINGS AG
AUSTRIACARD HOLDINGS AG leverages over 130 years of experience in
information management, printing, and communications to deliver secure and
transparent experiences for its customers. The Company offers a
comprehensive suite of products and services, including payment solutions,
identification solutions, smart cards, card personalization, digitization
solutions, and secure data management. AUSTRIACARD employs a global
workforce of 2,360 people and is headquartered in Vienna, Austria. The
Company is publicly traded on both the Euronext Athens and Vienna Stock
Exchanges under the symbol ACAG.
About Dai Nippon Printing Co., Ltd.
Dai Nippon Printing Co., Ltd. leverages nearly 150 years of experience in
printing, information technology and manufacturing to deliver secure,
trusted and technology-enabled solutions to customers globally. DNP offers
a broad range of products and services across printing, information
security, smart cards, authentication, secure data solutions, packaging,
electronics and related technology-enabled services. DNP employs a global
workforce of approximately 36,000 people and is headquartered in Tokyo,
Japan. DNP is publicly traded on the Tokyo Stock Exchange under the stock
code 7912.
Important notice
This announcement is for information purposes only and does not constitute
an offer or solicitation to purchase, sell or exchange, any securities.
The intended offer, if launched, will be made exclusively on the basis of
the offer document to be published by DNP in accordance with applicable
takeover law. Shareholders of AUSTRIACARD are advised to read the offer
document, once published, and the reasoned statements of the Management
Board and the Supervisory Board of AUSTRIACARD pursuant to § 14 of the
Austrian Takeover Act, once published, carefully and in full.
This announcement does not constitute a recommendation by the Management
Board or the Supervisory Board of AUSTRIACARD to accept or reject the
intended offer. The Management Board and the Supervisory Board will issue
their formal reasoned statements in accordance with applicable law after
publication and review of the offer document.
Issuer information
Issuer: AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8
1230 Vienna, Austria
Contact person: Dimitris Haralabopoulos, Group Investor Relations Director
Tel. (AT): +43 (1) 61065 – 357
Tel. (GR): +30 210 6697 860
E-Mail: [2]investors@austriacard.com
Website: [3] www.austriacard.com
ISIN(s): AT0000A325L0
Stock Exchange(s): Vienna Stock Exchange (prime market)
Euronext Athens Exchange (main market)
[4]^[1] Based on Vienna Stock Exchange and Euronext Athens data. The Offer
Price of €10.00 per share represents a premium of 20.0% and 23.8% to the
closing prices of AUSTRIACARD shares on 12 May 2026 on Euronext Athens and
the Vienna Stock Exchange, respectively (€8.33 and €8.08, respectively).
The Offer Price also represents a premium of 42.9% and 46.1% to the
six-month VWAP of AUSTRIACARD shares on Euronext Athens and the Vienna
Stock Exchange, respectively (€7.00 and €6.84, respectively), in each case
for the period from 13 November 2025 to 12 May 2026, both dates inclusive.
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13.05.2026 CET/CEST This Corporate News was distributed by [5]EQS Group
View original content: [6]EQS News
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Language: English
Company: AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8
1230 Vienna
Austria
E-mail: marketing@austriacard.com
Internet: https://www.austriacard.com/
ISIN: AT0000A325L0
WKN: A3D5BK
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 2326696
End of News EQS News Service
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