Darmstadt (20.02.2024/14:30 UTC+1)
Software AG (the "Company"; ISIN DE000A2GS401) was informed today of the resolution reached by the Management Board of the Frankfurt Stock Exchange on 20 February, 2023, that the application for withdrawal of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A2GS401 and in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional follow-up obligations (Prime Standard) will take effect at the end of the day on February 23, 2024. The Company will additionally apply to the stock exchanges in Berlin (in the Berlin Second Regulated Market sub-segment), Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as to the electronic trading system Tradegate requesting that the Company's shares no longer be traded over-the-counter on these stock exchanges, where possible with effect from the end of the day on February 23, 2024 or shortly thereafter, and that existing listings be discontinued effective as of this date.
All transparency obligations associated with a listing on the regulated market of the Frankfurt Stock Exchange, such as the ad hoc publication obligation and the obligation to prepare half-yearly financial reports and quarterly statements, will no longer apply after February 23, 2024.
On January 26, 2024, Mosel Bidco SE published a public Delisting Offer pursuant to Section 39 para. 2 sentence 3 no. 1 BörsG (German Stock Exchange Act) in conjunction with Section 14 para. 2 and 3 WpÜG (German Takeover Act) to acquire all shares in the Company not already directly held by Mosel Bidco SE for a price of EUR 32.00 per share. The acceptance period of the Delisting Offer commenced upon publication and will expire on February 23, 2024, 24:00 hours (Frankfurt am Main local time). At the time of publication of the Delisting Offer, Mosel Bidco SE stated that it held 93.33% of the Company's issued shares.
In addition, on January 19, 2024, Mosel Bidco SE submitted the formal request to the Management Board of the Company to proceed with transfer of shares held by minority shareholders of the Company in exchange for appropriate cash compensation in connection with a merger of the Company into Mosel Bidco SE by absorption (so-called merger squeeze-out) pursuant to Section 62 para. 1 and para. 5 sentence 1 UmwG (German Transformation Act) in conjunction with Section 327a et seq. of the AktG (German Stock Corporation Act), Art. 9 para. 1 c) of the SE Regulation, and, for this purpose, to have the general meeting of the Company resolve on the transfer of shares held by minority shareholders of the Company to Mosel Bidco SE within three months of the conclusion of the merger agreement.
Darmstadt, 20 February, 2024
Software AG
Management Board
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