Cinven to Acquire Elliott’s Stake in SYNLAB AG, Squeeze-Out to Follow

Corporate News 

Elliott to remain indirect minority shareholder in SYNLAB

The Management Board of SYNLAB AG (“SYNLAB”) has been informed that international private equity firm Cinven has reached an agreement with funds advised by Elliott Advisors (UK) Limited (“Elliott”). Under this agreement, Cinven will acquire Elliott’s current direct minority stake of approximately 10% in SYNLAB. Elliott will become an indirect minority shareholder in SYNLAB, alongside existing shareholders Cinven, Labcorp (subject to regulatory approval), and Qatar Holding LLC. The transaction is subject to regulatory approvals and is expected to close in early 2025.

The acquiring entity of Elliott’s shareholding will be Ephios Bidco GmbH (“Ephios Bidco”), an entity controlled by funds managed and/or advised by Cinven and the majority shareholder of SYNLAB AG. Ephios Bidco currently holds approximately 86% of the SYNLAB share capital. Upon closing of the transaction with Elliott, Ephios Bidco will hold at least 96.09% of the share capital and at least 97.15% of the voting rights of SYNLAB AG.

In light of this development, Ephios Bidco today submitted a demand to the Management Board of SYNLAB to convene a general meeting of SYNLAB AG to resolve the transfer of the shares held by its remaining (minority) shareholders to Ephios Bidco as majority shareholder in return for appropriate cash compensation, in accordance with Sections 327a et seqq. AktG (squeeze-out under stock corporation law). Ephios Bidco will announce the amount of the appropriate cash compensation separately to the Management Board of SYNLAB once the required valuation work has been completed.

The Management Board of SYNLAB will inform about the date of the Annual General Meeting at which a corresponding transfer resolution will be adopted in accordance with statutory legal requirements. The squeeze-out will only become effective following approval by the general meeting of SYNLAB and registration with the commercial register.

Mathieu Floreani, CEO of SYNLAB Group, commented: “We see this development as a positive step for SYNLAB. Elliott’s decision to remain an indirect shareholder demonstrates their continued belief in our Group’s potential and future growth. We look forward to working closely with all our shareholders to drive SYNLAB’s success.”

About SYNLAB 

SYNLAB Group is the leader in medical diagnostic services and specialty testing in Europe. The Group offers a full range of innovative and reliable medical diagnostics to patients, practising doctors, hospitals and clinics, governments and corporates.

Providing the leading level of service within the industry, SYNLAB is the partner of choice for routine and specialty diagnostics in human medicine. The Group continuously innovates medical diagnostic services for the benefit of patients and customers.

SYNLAB operates in more than 20 countries across four continents and holds leading positions in most markets. More than 27,000 employees, including over 2,000 medical experts, as well as a large number of other specialists such as biologists, chemists and laboratory technicians, contribute every day to the Group’s worldwide success.

SYNLAB performed around 600 million laboratory tests and achieved revenues of €2.64 billion in 2023.

More information can be found on www.synlab.com

About Cinven

Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and Technology, Media and Telecommunications (TMT). Cinven has offices in London, New York, Frankfurt, Paris, Milan, Madrid, Guernsey and Luxembourg.

Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

Cinven Capital Management (V) General Partner Limited, Cinven Capital Management (VI) General Partner Limited, Cinven Capital Management (VII) General Partner Limited and Cinven Capital Management (SFF) General Partner Limited are each authorised and regulated by the Guernsey Financial Services Commission, and Cinven Limited is authorised and regulated by the Financial Conduct Authority.

In this press release ‘Cinven’ means, depending on the context, any of or collectively, Cinven Holdings Guernsey Limited, Cinven Partnership LLP, and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing.

For additional information on Cinven please visit www.cinven.com and www.linkedin.com/company/cinven/.

About Elliott

Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $69.7 billion of assets as of June 30, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott Funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P.

More information can be found on www.elliottmgmt.com.

niiio finance group AG: Application for delisting from the general open market of the Düsseldorf Stock Exchange as well as termination and early repayment of the convertible bond

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

Görlitz, October 30, 2024

niiio finance group AG (ISIN: DE000A2G8332) ("Company") has decided today to apply for the delisting of the Company's shares from the general open market (Allgemeiner Freiverkehr) of the Düsseldorf Stock Exchange. The Company expects that the Düsseldorf Stock Exchange will approve the application; in this case, the delisting will take place with a notice period of six months, i.e. expected at the end of April 2025. The shares will then no longer be listed in the open market (Freiverkehr) due to the Company's request.

Until the end of the six-month period, the Company's shareholders will continue to have the opportunity to trade their shares on the open market of the Düsseldorf Stock Exchange. Reference is also made to the voluntary purchase offer for shares in the Company announced by Neptune BidCo AG in the Federal Gazette on October 29, 2024. The Company has already published an ad hoc announcement about the planned purchase offer of Neptune BidCo AG (see ad hoc announcement of the Company dated August 26, 2024) and reported on the upcoming publication of the purchase offer in the Federal Gazette (see corporate news of the Company dated October 29, 2024).

The decision to delist was made because the economic benefit of listing the Company's shares on the open market of the Düsseldorf Stock Exchange no longer justifies the associated costs. The delisting is expected to reduce the Company's future administrative and cost expenses.

Furthermore, the Company has decided today to terminate all 406,246 not yet converted bonds of the convertible bond 2021/2026 (Wandelanleihe 2021/2026) issued by the company (ISIN DE000A3E5S26; "Convertible Bond") with a total nominal amount of EUR 406,246 with effect from the end of January 31, 2025, in compliance with the notice period of at least 90 days in accordance with section 3.3 of the bond terms and conditions, and to thus redeem the Convertible Bond prematurely and in full.

The date of early redemption in accordance with the bond terms and conditions is also January 31, 2025. On the redemption date, the bondholders will receive the nominal amount plus the interest accrued thereon up to the date of redemption (exclusive).

The bondholders do not need to take any action in connection with the termination of the Convertible bond. The bonds are deposited in a global certificate with Clearstream Banking AG, Frankfurt, therefore the credits are made via Clearstream Banking AG and the custodian banks.

The Company’s executive board intends to announce the termination of the Convertible Bond in October 2024 in accordance with section 14.1 of the bond terms and conditions on the company's website at niiio.finance/investor-relations/, under the section "Wandelanleihe 21/26".

Delisting Offer for shares of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURI-TIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHME-GESETZ - "WPÜG") IN CONJUNCTION WITH SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ - "BÖRSG")

Bidder:
TLG IMMOBILIEN AG
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4

Target Company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Alexanderstraße 1
10178 Berlin
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 55695
ISIN: DE000A1X3X33

The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:

https://www.tlg.de/investor-relations/delisting-angebot-wcm-ag

Today, on October 10, 2024, TLG IMMOBILIEN AG (the "Bidder"), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the "Delisting Offer") pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (the "Company"), with its registered of-fice in Frankfurt am Main, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000A1X3X33) (the "WCM Shares"), which are not already held by the Bidder.

The Bidder currently holds a share of approx. 98.05 % of the share capital of the Company. Under the Delisting Offer, the Bidder will offer EUR 2.01 in cash as consideration for each WCM Share tendered to the Bidder for acceptance, subject to the determination of the minimum price and the final determination in the offer document. The offer will not include any closing conditions.

The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer docu-ment. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.

The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the WCM Shares on the regulated market (Regulierter Markt) each of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (General Standard), the Hamburg Stock Exchange (Börse Hamburg) and the Stuttgart Stock Exchange (Börse Stuttgart) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer. In addition, the Company has under-taken towards the Bidder to take all reasonable actions to terminate the inclusion of WCM Shares in the open market (Freiverkehr), insofar as this inclusion took place at the request of the Company.

Important Notice:

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been ap-proved by the German Federal Financial Supervisory Authority (Bundesanstalt für Fi-nanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to de-viate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender offer as soon as they are published, since they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahme-gesetz), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of

Germany or the United States of America (to the extent applicable). Thus, no other announce-ments, registrations, admissions or approvals of the offer outside of the Federal Republic of Ger-many have been filed, arranged for or granted. Investors in, and holders of, securities in the Com-pany cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, infor-mation about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such state-ments do not represent facts and are characterized by the words "will", "expect", "believe", "esti-mate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and fore-casts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assump-tions or other factors.

Berlin, October 10, 2024

TLG IMMOBILIEN AG
Management Board