artnet AG: Leonardo Art Holdings GmbH submits specified squeeze-out request and sets cash compensation for the transfer of the shares held by the minority share-holders of artnet AG at EUR 11.16

Corporate News

New York/Berlin, October 8, 2025 – Leonardo Art Holdings GmbH (“Main Shareholder”) today confirmed and specified its request to the management board of artnet AG (“Company”) dated August 19, 2025, for the transfer of the shares of the remaining shareholders of the Company (“Minority Shareholders”) to the Main Shareholder against payment of an adequate cash compensation in accordance with Sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”).

The Main Shareholder has informed the Company’s management board that it holds approximately 95.42% of the Company’s share capital as of today following the completion of its public takeover and delisting offer and has set the adequate cash compensation for the transfer of the shares of the Minority Shareholders at EUR 11.16 per no-par value registered share of the Company. The court-appointed expert auditor responsible for reviewing the adequacy of the cash compensation has confirmed the adequacy of the cash compensation determined by the Main Shareholder.

The squeeze-out resolution of the Company’s shareholders meeting shall be passed at an extraordinary general meeting of the Company, which is expected to take place on November 20, 2025 in Berlin in the form of a physical shareholders’ meeting.

The Squeeze-Out will take effect once the squeeze-out resolution has been passed by the Company’s shareholders meeting and registered with the commercial register. Upon registration of the squeeze-out resolution with the commercial register, all shares held by Minority Shareholders in the Company will be transferred to the Majority Shareholder.

PharmaSGP Holding SE: PharmaSGP convenes extraordinary general meeting to resolve on Squeeze-out

Corporate News

Gräfelfing, September 22, 2025 – As already announced in the ad hoc announcement by PharmaSGP Holding SE on July 24, 2025, FUTRUE GmbH informed PharmaSGP Holding SE on July 24, 2025 that it owns more than 95% of the shares in PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) and that, pursuant to Section 327a para. 1 AktG, the general meeting of PharmaSGP Holding SE should resolve to transfer the shares of the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (so-called squeeze-out).

Meanwhile, FUTRUE GmbH specified its request after the necessary valuation had been conducted, stating the cash compensation it has determined. This cash compensation amounts to EUR 29.33 for each no-par value bearer share in PharmaSGP Holding SE.

Based on this specified request, PharmaSGP Holding SE has today convened an extraordinary general meeting for October 31, 2025, which is to resolve on the transfer of the shares of the remaining shareholders to FUTRUE GmbH in return for the aforementioned appropriate cash compensation. Further information and documents relating to the extraordinary general meeting are available on the company's website.

The squeeze-out will take effect subject to the approval of the general meeting and the registration of the transfer resolution with the commercial register of PharmaSGP Holding SE.

ABOUT PHARMASGP HOLDING SE

PharmaSGP is a leading consumer health company with a diversified portfolio of over-the-counter (OTC) pharmaceuticals and other healthcare products that are marketed with a focus on the pharmacy distribution channel. These products are mostly based on natural active pharmaceutical ingredients with documented efficacy and few known side effects.

The Company’s core brands cover chronic indications, including rheumatic pain, nerve pain and other age-related ailments. In Germany, PharmaSGP is the market leader for systemic chemical-free pain remedies with its brand families RubaXX® for rheumatic pain and Restaxil® for neuralgic pain. Furthermore, PharmaSGP also offers leading products against sexual weakness and vertigo symptoms. Since introducing the first product from the current product portfolio in 2012, PharmaSGP has successfully established its business model in other European countries, including Austria, Italy, Belgium, Spain and France. In September 2021, the product portfolio was expanded by the brands Baldriparan®, Formigran®, Spalt® and Kamol®, thus also strengthening or developing the indications pain and sleep disorder. The sales territory was expanded to include Switzerland and Eastern Europe. In 2024, PharmaSGP generated revenues of EUR 118.8 million at an adjusted EBITDA margin of 31.3%.

Mynaric Completes StaRUG Process and Secures Access to Long-Term Funding

Corporate News

MUNICH – August 19, 2025 – Mynaric AG, a leading provider of industrialized, cost-effective, and scalable laser communications products, today announced the successful completion of its financial restructuring under the German Corporate Stabilization and Restructuring Act (StaRUG). With this milestone, Mynaric has secured access to long-term funding and a strengthened financial foundation through its new principal shareholder, JVF-Holding GmbH.

The court-approved restructuring plan significantly reduces the company’s debt burden and provides Mynaric with the financial flexibility to deliver on its production strategy to meet the increasing demand for secure, high-speed laser communication solutions across aerospace and defense markets.

“This marks a pivotal moment for Mynaric,” said Andreas Reif, Chief Restructuring Officer of Mynaric. “With the StaRUG process behind us and strong financial backing from our principal shareholder and lender, we are well-positioned to scale our operations and continue serving our customers with innovative and mission-critical technology.”

Throughout the process, Mynaric maintained uninterrupted operations, safeguarded its core capabilities, and remained fully committed to its customers and partners.

“This milestone ensures that we can continue to innovate at the pace our customers and partners expect,” said Joachim Horwath, Chief Technology Officer of Mynaric. “With a stable foundation and strong support from our principal shareholder and lender, as well as our suppliers, we are doubling down on advancing our product portfolio, scaling production, and delivering cutting-edge laser communication technology that defines the next generation of secure, high-speed connectivity.”

About Mynaric

Mynaric is leading the industrial revolution of laser communications by producing optical communications terminals for air, space and mobile applications. Laser communication networks provide connectivity from the sky, allowing for ultra-high data rates and secure, long-distance data transmission between moving objects for wireless terrestrial, mobility, airborne- and space-based applications. The company is headquartered in Munich, Germany, with additional operations in Los Angeles, California.

For more information, visit mynaric.com.

ENCAVIS AG: Merger squeeze-out completed

Corporate News

Hamburg, 12 September 2025 – The exclusion of minority shareholders by means of a merger squeeze-out, as resolved by the ENCAVIS AG Annual General Meeting on 16 July 2025, took effect upon entry in the commercial register of the registered office of the principal shareholder, Elbe BidCo AG, as the acquiring legal entity on 10 September 2025. All shares held by minority shareholders have been transferred to the principal shareholder, a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. (KKR). Minority shareholders will receive a cash settlement of EUR 17.23 per share held in ENCAVIS AG from the principal shareholder. Further details will be announced by the principal shareholder.

About ENCAVIS

Encavis is one of Europe’s leading producers of electricity from Renewable Energy. The company operates a broadly diversified portfolio of onshore wind farms, ground-mounted solar parks, and battery storage systems across 13 European countries — including Germany, Italy, Spain, Denmark, and the Netherlands. In addition, Encavis offers institutional investors attractive opportunities to participate in Renewable Energy assets. Its subsidiary, Stern Energy, complements the service portfolio as a Europe-wide specialist in technical services for photovoltaic systems.

With a total installed capacity of around 4 gigawatts, Encavis makes a significant contribution to sustainable energy supply and the achievement of Europe’s climate goals.

Further information can be found at www.encavis.com.

_____________

Editor's note:

The appropriateness of the cash settlement offered will be reviewed in appraisal proceedings. For further information: kanzlei@anlageanwalt.de

Pulsion Medical Systems SE: MAQUET Medical Systems AG submitted specified squeeze-out request and has determined the amount of the cash compensation for the transfer of the shares of the minority shareholders in Pulsion Medical Systems SE to be EUR 20.57

Ad hoc Announcement in acc. with Article 17 (1) of the Market Abuse Regulation (MAR) Feldkirchen, 28th August 2025 MAQUET Medical Systems AG, registered office: Rastatt, Kehler Strasse 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a specified request on 28th August 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Art. 9 para. 1 lit. c) ii) of the Regulation on the Statute for a European company (SE) in conjunction with Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to MAQUET Medical Systems AG, it holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of the own shares of Pulsion Medical Systems SE. It is therefore the main shareholder within the meaning of Art. 9 para. 1 lit. c) ii) of the Regulation on the Statute for a European company (SE) in conjunction with Section 327a (1) sentence 1 AktG. MAQUET Medical Systems AG has determined the amount of the cash compensation at EUR 20.57 per share of Pulsion Medical Systems SE. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will separately announce the convening of an extraordinary convene the general meeting to resolve on the squeeze-out under stock corporation law, which is expected to take place on 17 October 2025. Pulsion Medical Systems SE Hans-Riedl-Str. 21 85622 Feldkirchen investor@pulsion.com

Artnet AG Reports Half-Year 2025 Results: Signs of Stabilization Amid a Challenging Market Environment

Press Release

Berlin, August 20, 2025 – Artnet AG, the leading digital platform for data, marketplace, and media in the global art market, today announced its results for the first half of 2025. Despite ongoing economic headwinds, the company maintained its position as a vital infrastructure for collectors, galleries, and institutions, while advancing key strategic initiatives.

In the first half of 2025, Artnet generated revenues of EUR 9.84 million, representing a 12 percent decline compared to the prior-year period. Operating earnings (EBIT) came in at –1.3 million EUR, compared to –0.73 million in H1 2024. Operating cash flow improved significantly to EUR 1.30 million (H1 2024: EUR 0.21 million). As of June 30, 2025, liquidity stood at USD 0.07 per share.

Segment Performance

The marketplace business proved resilient, generating revenues of EUR 3.90 million, just 2.8 percent lower year-over-year. Private Sales were a standout, rising 78 percent. Auction highlights included works by Sam Francis (USD 400,000), Cindy Sherman (USD 250,000), and Keith Haring (USD 212,000).

The data segment posted revenues of EUR 2.92 million, down 10 percent due to technical issues with recurring payment systems, which have since been resolved. The media segment recorded the steepest decline, with revenues down 24 percent to EUR 3.03 million. Nevertheless, Artnet News remains the most widely read art publication globally, with more than 25 million pageviews, and continues to strengthen long-term partnerships with leading luxury brands such as Chanel, Cartier, and Range Rover.

Strategic Highlights

Artnet welcomed more than 13 million new users in the first half of the year, particularly across its core markets in the US, UK, Germany, Canada, and France. Key technology milestones included the launch of the Discovery Page, enabling more intuitive searches across the marketplace and price database, and progress on the AI-powered Chatbot, scheduled for release in the second half of 2025. The company also successfully transitioned its global payment infrastructure to Stripe.

Outlook

Management reaffirms its revenue guidance of EUR 20 to 24 million for the full year 2025, with an expected operating result of approximately –EUR 1.3 million. “We are confident that our diversified business model, combined with a strong focus on technology, innovation, and efficiency, provides the foundation for long-term, sustainable growth,” said CEO Jacob Pabst.

Subsequent Report

Following the reporting period, Leonardo Art Holdings GmbH published a voluntary takeover and delisting offer on July 8, 2025, amounting to EUR 11.25 per share. By the end of the acceptance period on August 5, 2025, Leonardo Art Holdings GmbH held approximately 97.17% of the total share capital of artnet AG. Furthermore, the Frankfurt Stock Exchange has confirmed the delisting of artnet as of August 22, 2025. Shareholders of artnet AG may still accept the takeover and delisting offer until August 22, 2025, at 24:00 (local time Frankfurt am Main).

To further strengthen liquidity, artnet also took out a loan of USD 2 million on July 16.

artnet AG: Leonardo Art Holdings GmbH submits request for the implementation of a squeeze-out of the minority shareholders of artnet AG pursuant to Sections 327a et seq. of the German Stock Corporation Act (squeeze-out under stock corporation law)

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

New York/Berlin, August 19, 2025 – Today, Leonardo Art Holdings GmbH has informed artnet AG ("Company") that it will own shares in the Company amounting to at least 97.33% and thus more than 95% of the Company’s share capital within the meaning of Section 327a of the of the German Stock Corporation Act (Aktiengesetz – "AktG") after the settlement of the current voluntary public takeover and delisting offer and the share purchase agreements concluded in connection with the offer. 

Against this background, Leonardo Art Holdings GmbH has today requested the Company’s management board to initiate a resolution of the Company’s shareholders’ meeting on the transfer of the shares of the Company’s remaining shareholders ("Minority Shareholders") to Leonardo Art Holdings GmbH against payment of an appropriate cash compensation in accordance with Sections 327a et seq. AktG ("Squeeze-Out under Stock Corporation Law"). 

The amount of the cash compensation to be granted to the Minority Shareholders has not yet been determined. It will be determined by Leonardo Art Holdings GmbH based on the valuation work still to be completed and will be communicated to the Company separately in a second specified transfer request by Leonardo Art Holdings GmbH ("Specified Transfer Request"). The appropriateness of the determined cash compensation will be reviewed by an expert auditor to be selected and appointed by the Berlin Regional Court. 

Following receipt of the Specified Transfer Request by the Company, the shareholders’ meeting can be convened to adopt the transfer resolution (Übertragungsbeschluss). The Company will provide information on the date of the shareholders’ meeting in accordance with the statutory requirements. 

The Squeeze-Out under Stock Corporation Law becomes effective upon registration of the transfer resolution with the Company’s commercial register. Upon registration of the transfer resolution with the commercial register, all shares in the Company held by the Minority Shareholders will be transferred to Leonardo Art Holdings GmbH.

Leonardo Art Holdings GmbH: Beowolff Capital Secures 97.17% of all artnet Shares – Additional Acceptance Period Ends on August 22

Corporate News

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

- Beowolff Capital secured c. 97.17% of artnet’s entire share capital at the end of the acceptance period

- Additional acceptance period allows shareholders to accept the attractive all-cash offer of €11.25 per artnet share until August 22, 2025

- Delisting is expected to take effect at the end of the additional acceptance period and will result in significantly reduced liquidity and tradability of artnet shares

- Managing Board and Supervisory Board of artnet recommend shareholders accept the offer and Beowolff Capital remains committed to supporting artnet’s long-term growth

London, U.K. – August 8, 2025: Leonardo Art Holdings GmbH, an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today announced that 1,531,983 artnet shares were tendered into the voluntary public takeover and delisting offer (the “Offer”) for artnet AG (“artnet”) during the acceptance period, which ended on August 5, 2025. This corresponds to approximately 26.85% of all outstanding artnet shares. Including share purchases and binding agreements with shareholders, Beowolff Capital has thus secured a total stake of approximately 97.17% in artnet to date.

artnet shareholders who have not tendered their shares can still accept the Offer at the price of €11.25 per share (the “Offer Price”) during the additional acceptance period of the Offer, which ends on August 22, 2025. The Offer Price implies a significant premium of c. 97% to the undisturbed XETRA closing price of artnet shares on March 3, 2025. This is the final period during which artnet shareholders can immediately crystallize the value of their shares and accept the Offer. The revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (the “delisting”) is expected to take place upon expiration of the additional acceptance period.

Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “We are pleased with the strong support shown by artnet’s shareholders. The high tender rate underscores the trust placed in Beowolff Capital and our shared vision for artnet’s next chapter. We remain committed to accelerating artnet’s development and competitiveness, operating as a privately held company with greater agility. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools – this not only compliments artnet’s value proposition but brings the necessary resources to realize artnet’s long-term growth strategy.”

Moreover, in the joint reasoned statement on the Offer published on July 22, 2025, the Managing Board and Supervisory Board of artnet expressed that the Offer is in the best interest of the company and its stakeholders and recommend that shareholders accept the Offer. artnet shareholders who still wish to accept the Offer should promptly contact their respective custodian bank or any other securities services company where their artnet shares are being held. The Offer is subject to the terms set out in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”).

Subject to customary conditions and caveats, artnet will apply for the delisting with effect from the expiry of the additional acceptance period of the Offer and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting terminates artnet's comprehensive disclosure obligations under capital market law. Beowolff Capital does not intend to enter into a domination and/or profit and loss transfer agreement with artnet for a period of at least two years after settlement of the Offer.

The Offer Document and other information relating to the Offer are published on the following website: www.leonardo-offer.com.

Advisors

Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction.

About the Beowolff Capital team

Andrew Wolff is the Chief Executive Officer of Beowolff Capital. He has been a private market investor for 30 years in the United States, Europe, and Asia. He spent the bulk of his career at Goldman Sachs, where he was most recently the Global Co-Head of the Merchant Banking Division and the Global Co-Head of the Corporate Equity Investing business. Andrew also served as the Co-CIO of Goldman Sachs’ flagship private equity funds. He was named partner in 2006. Andrew earned a B.A. in Philosophy from Yale University, and a J.D. and M.B.A. from Harvard Law and Business Schools.

Jan Petzel is the Chief Investment Officer of Beowolff Capital, with 27 years of experience investing in and building businesses across Europe, the United States, and Asia. He started his career at McKinsey & Company, helping clients drive cross-border integrations, organizational transformations, and sales growth. In 2003, Jan joined Goldman Sachs’ Merchant Banking Division, rising to Managing Director in 2011 and later leading Private Credit for Germany and Northern Europe. Since leaving Goldman Sachs, he has invested his own and third-party capital into the clean tech and fintech sectors. Jan holds a Master of Engineering from ETH Zurich, was a visiting scholar at MIT, and earned his M.B.A. at Harvard Business School.

To find out more, visit: www.beowolff.com.

ABOUT YOU Holding SE: Zalando-subsidiary ABYxZAL Holding submits substantiated squeeze out-request and determines cash compensation for ABOUT YOU minority shareholders at EUR 6.50

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Hamburg, August 11, 2025 – ABYxZAL Holding AG (“ABYxZAL Holding“), with registered office in Hamburg, registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) Hamburg under HRB 189825, today substantiated its squeeze-out request to the management board of ABOUT YOU Holding SE (the “Company”) and informed them of the cash compensation it has determined.

By letter dated March 7, 2025, Zalando SE, which directly holds all shares in ABYxZAL Holding, already expressed its firm intention to implement a squeeze-out of the minority shareholders of the Company in return for an appropriate cash compensation, either directly or through a subsidiary. By letter dated June 19, 2025, ABYxZAL Holding submitted the request that the Company shall convene a general meeting to resolve on the transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in connection with the merger of the Company and ABYxZAL Holding by way of absorption pursuant Section 62 para. 1 and para. 5 UmwG in conjunction with Sections 327a ff. AktG and Article 9 para. 1 (c) (ii). Article 10 of Counsil Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) (so-called merger squeeze-out).

ABYxZAL Holding has informed the Company that it directly holds approximately 90.55% and, after deduction of the treasury shares held by the Company itself, approximately 91.45% of the Company’s share capital. This makes ABYxZAL Holding the majority shareholder in accordance with the relevant legal provisions.

ABYxZAL Holding also informed the Company that it had determined the amount of the appropriate cash compensation for the transfer of the shares of the minority shareholders of the Company in the amount of EUR 6.50 per no-par value bearer share of the Company. The appropriateness of the cash compensation is currently still being reviewed by the court-appointed expert auditor. The audit is expected to be completed on August 12, 2025. However, according to ABYxZAL Holding, the court-appointed expert auditor has already indicated that, based on the current status, he will confirm the appropriateness of the cash compensation.

The conclusion and notarization of a merger agreement between the Company and ABYxZAL Holding is scheduled to take place on August 12, 2025. The merger agreement will contain the provision that in connection with the merger, the minority shareholders of the Company are to be excluded from the Company.

The transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in the amount of EUR 6.50 per no-par value bearer share of the Company is to be resolved at an extraordinary general meeting of the Company, which is expected to be held on September 22, 2025.

The merger squeeze-out will take effect once the transfer resolution of the Company’s general meeting and the merger have been registered in the commercial register at the registered office of the Company and the merger has also been registered in the commercial register at the registered office of ABYxZAL Holding.

Nexus AG: Submission of a Specified Squeeze-Out Demand by Project Neptune Bidco GmbH / Cash Compensation Set at EUR 70.00 per Share by Project Neptune Bidco GmbH

Public disclosure of inside information according to article 17 MAR

Donaueschingen, 11 August 2025 – Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P., today has submitted to Nexus AG (Ticker: NXU; ISIN: DE0005220909) a confirmation and further specification of its demand dated 28 April 2025 pursuant to Section 327a para. 1 of the German Stock Corporation Act (Aktiengesetz, "AktG"), requesting that the general meeting of Nexus AG resolve on the transfer of all shares held by the remaining shareholders (minority shareholders) to Project Neptune Bidco GmbH, as the majority shareholder, in exchange for payment of an appropriate cash compensation (the so-called squeeze-out under stock corporation law). In this context, Project Neptune Bidco GmbH has informed Nexus AG that the cash compensation to be paid to the minority shareholders in accordance with Section 327b para. 1 AktG has been determined at EUR 70.00 per share.

The statutory squeeze-out becomes effective only upon the adoption of the respective resolution by the general meeting and its registration in the commercial register. The general meeting of Nexus AG, at which the resolution regarding the squeeze-out is to be adopted, is scheduled to be convened for 25 September 2025.

Commission opens in-depth foreign subsidies investigation into ADNOC's acquisition of Covestro

Press release   Jul 28, 2025   Brussels

The European Commission has opened an in-depth investigation to assess, under the Foreign Subsidies Regulation (‘FSR'), the acquisition by Abu Dhabi National Oil Company PJSC (‘ADNOC') of Covestro. The Commission has preliminary concerns that foreign subsidies granted by the United Arab Emirates (‘UAE') could distort the EU internal market.

ADNOC is a State-owned oil and gas producer based in the UAE. Covestro is a chemicals producer based in Germany.

The Commission's preliminary concerns

The preliminary investigation indicates that ADNOC and Covestro may receive foreign subsidies distorting the EU internal market.

The possible foreign subsidies notably include an unlimited guarantee from the UAE, as well as a committed capital increase by ADNOC into Covestro. The Commission has preliminary concerns that the foreign subsidies may have enabled ADNOC to acquire Covestro at a valuation and financial terms that would not be in line with market conditions, and which could not have been matched by unsubsidised investors. The Commission also has preliminary concerns that the transaction could allow ADNOC to adopt investment strategies that would impact competitive conditions in the internal market.

During its in-depth investigation, the Commission will assess in particular:

• Whether the foreign subsidies that ADNOC may have received distorted the outcome of the acquisition process. ADNOC may have offered an unusually high price and other favourable conditions, which may have deterred other investors from making an offer.

• Whether such potential foreign subsidies may lead to negative effects in the internal market with respect to the merged entity's activities after the transaction.

The transaction was notified to the Commission on 15 May 2025. The Commission now has 90 working days, until 2 December 2025, to take a decision. The opening of an in-depth investigation does not prejudge the outcome of the investigation.

Companies

ADNOC, headquartered in the UAE, is a State-owned oil and gas producer, the national oil company of Abu Dhabi.

Covestro (formerly Bayer MaterialScience AG), a publicly listed company incorporated in Germany, is a chemical producer that focuses on the supply of high-performance polymers and components for such polymers. It serves a wide variety of sectors and currently has around 18 000 employees.

The procedure under the Foreign Subsidies Regulation

The FSR started to apply on 12 July 2023. The Regulation enables the Commission to address distortions caused by foreign subsidies, and thereby allows the EU to ensure a level playing field for all companies operating in the internal market while remaining open to trade and investment.

According to the FSR, companies must notify concentrations to the Commission when at least one of the merging companies, the acquired company or the joint venture is established in the EU and generates an EU turnover of at least €500 million, and when the parties were granted at least €50 million in combined aggregate foreign financial contributions from third countries in the three years prior to the concentration.

By the end of its 90-working day in-depth investigation the Commission may (i) accept commitments proposed by the company if they fully and effectively remedy the distortion, (ii) prohibit the concentration, or (iii) issue a no-objection decision.

More information will be available on the Commission's competition website, in the Commission's public case register under the case number FS.100156.

PharmaSGP Holding SE: FUTRUE GmbH submits request to implement squeeze-out of minority shareholders of PharmaSGP Holding SE

Ad-hoc announcement pursuant to Article 17 of the Regulation (EU) No. 596/2024

Gräfelfing, July 24, 2025 – FUTRUE GmbH informed PharmaSGP Holding SE (ISIN: DE000A2P4LJ5) today that it holds more than 95% of the shares in PharmaSGP Holding SE in the meaning of Section 327a of the German Stock Corporation Act (AktG).

Furthermore, today, FUTRUE GmbH submitted a request to PharmaSGP Holding SE pursuant to Section 327a of the German Stock Corporation Act (AktG) that the general meeting of PharmaSGP Holding SE shall pass a resolution on the transfer of the shares held by the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (squeeze-out).

As also mentioned in the ad hoc announcement by PharmaSGP Holding SE on June 10, 2025, FUTRUE GmbH announced its intention to carry out a squeeze-out of the minority shareholders of PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) (in conjunction with Section 62 (5) of the German Transformation Act (UmwG), if applicable) already in the context of the publication of its decision to make a public delisting tender offer to the shareholders of PharmaSGP Holding SE on June 10, 2025.

The amount of the cash compensation under the squeeze-out is yet to be determined; it will be communicated by FUTRUE GmbH once the necessary valuation of PharmaSGP Holding SE has been completed. Thereafter, in accordance with statutory provisions, PharmaSGP Holding SE will decide upon convening an extraordinary general meeting to resolve upon the transfer resolution.

4SC AG: Capital reduction to zero and simultaneous cash capital increase with subscription rights planned

Public disclosure of inside information according to article 17 MAR

- Measures to be resolved by the Company's Annual General Meeting on 19 September 2025
Capital reduction will result in delisting of the Company

- The capital increase will be carried out by issuing a total of approximately 2.7 million new shares, which will be offered to shareholders for subscription in the ratio of 4:1; the subscription price is EUR 1.00 per new share plus a premium of up to 5 %

- Major shareholders have committed to subscribe for the full amount of the capital increase

- The injection of new capital will be used to finance the Company's ongoing costs during a transitional period for the purpose of examining a strategic realignment of the Company by providing it with new business, which may also enable the Company to utilize existing income tax loss carryforwards in the future

- Implementation of the measures is subject to the issuing of a binding ruling by the competent tax authorities to ensure that existing income tax loss carryforwards of the Company remain unaffected by the planned capital measures

Planegg-Martinsried, Germany, 23. Juli 2023 – The Management Board and Supervisory Board of 4SC AG ("4SC") (Frankfurt Stock Exchange, Prime Standard: ISIN: DE000A3E5C40) today decided to propose to this year's Annual General Meeting to resolve on a capital cut with a reduction of the Company's share capital to zero to cover losses and a simultaneous cash capital increase from zero to EUR 2,726,522 through the issuance of a total of 2,726,522 new shares. All new shares are to be offered to shareholders at a ratio of 4:1 (one new share for each four existing shares) at a subscription price of EUR 1.00 per new share plus a premium of no more than 5 %. The premium is intended to cover fees, costs and expenses incurred by the settlement bank to be commissioned with settling the capital measures. The two major shareholders of 4SC issued binding commitments to subscribe for the full amount of the capital increase today. The Company's Annual General Meeting will take place on 19 September 2025 and will be convened today.

As previously announced, 4SC had decided to discontinue the development and commercialization of its only remaining drug candidate Resminostat (Kinselby) following a negative opinion by the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) with respect to its market authorization application for Resminostat (Kinselby). As a result, 4SC no longer has any operating business of its own.

Based on preliminary figures, the Company's half-year financial statements as of 30 June 2025 will show negative equity (according to the German Commercial Code) in the range of approximately EUR - 2.6 million. The Company's available cash and cash equivalents are sufficient to cover the projected costs for an orderly liquidation to be completed in Q4 2026. However, given the Company's balance sheet, the Company's shares already have no intrinsic value today. In the event of the Company being liquidated, the Management Board expects that 4SC will, at best, be able to repay a small portion of the outstanding subordinated shareholder loans. There would be no liquidation surplus that could be distributed to 4SC's shareholders.

That said, the Company has income tax loss carryforwards that are not transferable and would be lost in the event of the Company's liquidation. Their current amount has not been definitively determined and depends, among other things, on past changes in the direct and indirect shareholdings of shareholders in 4SC. The planned injection of new capital is intended to give the Company sufficient time to examine options for a strategic realignment by acquiring new business, which may also enable the Company to utilize the tax loss carryforwards in the future. The capital injected will be used to finance the Company's ongoing costs for this transitional period. It is therefore not intended for investment and is not expected to result in a sustained positive equity position for the Company. Rather, the acquisition of new business is contingent upon the successful completion of the review and will require further injection of equity, and, potentially, also a further capital cut (including, if necessary, by way of a further capital reduction to zero). 4SC's main shareholder, whose continuing majority interest in the Company is a prerequisite for the retention of the aforementioned tax loss carryforwards, supports the plan.

The current capital reduction enables the planned injection of new capital with priority over the existing shares, which will be eliminated by the capital reduction to zero. Shareholders who do not participate in the capital increase will therefore cease to be shareholders of the Company as a result of the capital reduction. Furthermore, the capital reduction to zero will cause the revocation of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange (delisting). There are no plans to reapply for a stock exchange listing of the new shares. This will remove ongoing costs for the Company with regard to the stock exchange listing and the associated legal obligations.

To ensure that the planned capital measures do not affect existing income tax loss carryforwards, the Company plans to apply to the competent tax authorities for a binding ruling. The implementation of the capital measures will be subject to the granting of such binding ruling.

artnet AG: Management board and supervisory board of artnet recommend the acceptance of the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH

Corporate News

- Joint reasoned statement of the management board and the supervisory board on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH published

- The management board and supervisory board support the Offer which is in the best interest of artnet and its stakeholders, and recommend the shareholders of artnet to accept the Offer

- Offer price of EUR 11.25 per share considered to be adequate

- Delisting upon expiry of the further acceptance period of the Offer

Berlin/New York, July 22, 2025 – Today, the management board and the supervisory board of artnet AG ("artnet" or "Company") published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH ("Bidder") ("Offer") to all shareholders of artnet ("Reasoned Statement"). The Bidder is a holding company which is advised by Beowolff Capital Management Ltd. ("Beowolff Capital").

After having independently and carefully reviewed and evaluated the offer document for the Offer published by the Bidder, the management board and the supervisory board support the Offer which is in the best interest of artnet and its stakeholders and recommend all shareholders of artnet to accept the Offer.

The management board and the supervisory board both welcome the economic and strategic intentions of the Bidder as laid out in the offer document. The Bidder has reaffirmed its intention to establish a long-term and stable ownership structure for artnet. The intention of this structure is to enable the Company to pursue its strategic roadmap more effectively outside the constraints of the capital market, by accelerating growth in all core segments through the expertise of artnet's management in collaboration with Beowolff Capital. The necessary revocation of the admission of artnet's shares ("artnet Shares") to trading on the regulated market of the Frankfurt Stock Exchange ("Delisting") is intended, in particular, to enable artnet to significantly save costs incurred in connection with the stock exchange listing, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listing. The basis for the Delisting is the investment and delisting agreement concluded between artnet and the Bidder on May 27, 2025, which stipulates the essential provisions of the Offer, with particular regard to the Delisting, as well as the common intentions and the common understanding with regard to the future cooperation and strategy.

Further, the management board and the supervisory board consider the offer price of EUR 11.25 per artnet Share to be adequate. In assessing the adequacy of the offer price, the management board and the supervisory board have been advised by RSM Ebner Stolz who has issued a fairness opinion confirming the adequacy of the offer price from a financial point of view which is attached to the Reasoned Statement.

The Bidder has already secured a stake of more than 89% of the artnet Shares through share purchases and binding agreements with shareholders.

The acceptance period for the Offer during which the shareholders of artnet can tender their shares has commenced with the publication of the offer document on July 8, 2025 and will end on August 5, 2025, 24:00 hrs (local time Frankfurt/Main) / 18:00 hrs (local time New York). Shareholders of artnet may accept the Offer via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their artnet Shares. As a voluntary public takeover and delisting offer, the offer is not subject to any offer conditions. Further details regarding the Offer can be found in the offer Document of the Bidder, which is available on the website www.leonardo-offer.com.

Subject to the fiduciary duties of the management board, the Company has committed itself to file the application for the Delisting with the Frankfurt Stock Exchange no later than two (2) business days following the publication pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG with a view to effectuate the Delisting at the latest at the time of expiration of the additional acceptance period of the Offer and in accordance with any timing requirements imposed by the German Federal Financial Supervisory Authority and the Frankfurt Stock Exchange. Further, the Company has committed itself in the investment and delisting agreement to refrain from submitting any applications for admission of the artnet Shares to a regulated market of a stock exchange or from taking any action that cause or support the inclusion of artnet Shares in the open market of a stock exchange or another multilateral trading facility or organized trading facility within the meaning of the Market Abuse Regulation

The Reasoned Statement is published on the website of artnet at www.artnet.com/investor-relations/ in section "Takeover and Delisting Offer". Copies of the Reasoned Statement as well as any additions and/or additional statements on possible amendments to the Offer will also be made available free of charge at the Company (artnet AG, Niebuhrstrasse 78, 10629 Berlin, Germany) (order also possible by calling +49 (0)30 209 178-0 or by sending a fax to +49 (0)30 209 178-29 or by sending an e-mail to ir@artnet.com, in each case providing a complete postal address for mailing or an e-mail address).

The Reasoned Statement, any additions and/or additional statements on possible amendments to the Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

The Management Board and the Supervisory Board point out that only the Reasoned Statement is authoritative. The information in this press release does not constitute an explanation or addition to the contents in the Reasoned Statement.

PharmaSGP Holding SE: Acceptance period for FUTRUE GmbH’s public delisting tender offer underway

Corporate News

Gräfelfing, July 18, 2025 – PharmaSGP Holding SE (ISIN: DE000A2P4LJ5 WKN: A2P4LJ) announces that the public delisting tender offer made by FUTRUE GmbH to the shareholders of PharmaSGP is open for acceptance.

Shareholders of PharmaSGP can tender their shares under the delisting tender offer in exchange for a cash consideration of €28.00 per PharmaSGP share until August 11, 2025 at 24:00 hours (CEST).

The offer document as well as a non-binding English translation of the offer document are available online at https://www.futrue-offer.com.

Gerresheimer AG: Discussions on potential takeover offer ended

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Duesseldorf, July 16, 2025. The Management Board of Gerresheimer AG (ISIN: DE000A0LD6E6, "Gerresheimer") has decided to end discussions with private equity investors regarding a potential takeover offer.

After a thorough analysis of the current state of the discussions, the company believes that continuing the discussions is not in the best interest of the company and its stakeholders.

Independent of the end of the discussions, Gerresheimer will continue to consistently pursue the strategic direction and implementation of global growth projects, particularly in the area of systems and solutions for biologics.