Entering into agreements for the acquisition of a majority stake in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS, for a purchase price of EUR 17 per share

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Oberursel (Taunus), 22 November 2024

OTRS AG (“Company”) (ISIN DE00A0S9R37, GSIN A0S9R3) announces:

The Company and Easyvista SAS (through Optimus BidCo AG) agree entering into a strategic partnership with the objective of creating a European technology leader in the IT Service Management (ITSM) market. 

• As a strategic partner, Easyvista SAS will provide the Company with (i) its complementary footprint in Europe and the US, (ii) its expertise in the ITSM mid and upper-mid-market and (iii) greater financial flexibility.

• Optimus BidCo AG has entered into purchase agreements to acquire a total of 75.08% of the Company's shares, including with the two largest shareholders of the Company, VBGM GmbH (a company held by Mr André Mindermann, chairman of the board of directors of the Company, and Sabine Lüders, member of the board of directors of the Company), and UX3 GmbH (a company held by Burchard Steinbild, chairman of the supervisory board of the Company).

• All selling shareholders will receive a purchase price of EUR 17.00 per share, which corresponds to a premium of 158.1% based on the 3-months volume-weighted average price (3M VWAP) of the Company's shares as of 21 November 2024 (Source: Xetra).

• Optimus BidCo AG intends to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.

In details, Optimus BidCo AG, Frankfurt am Main, an acquisition company of Easyvista SAS, Noisy-le-Grand/France, has concluded purchase agreements on 22 November 2024 so that its shareholding in the Company will amount to 75.08% after closing of the agreements: 

• The purchase price is EUR 17.00 per share for a total of 1,438,818 no par value shares, summing up to a total purchase price of EUR 24,459,906 million.

• The main purchase agreement has been concluded with the two largest shareholders of the Company, VBGM GmbH, Bad Homburg v.d. Höhe (the majority shareholder of which is the chairman of the board of directors of the Company, Mr André Mindermann, and the minority shareholder of which is the member of the board of directors of the Company, Sabine Lüders, and UX3 GmbH, Beckeln (the sole shareholder of which is the chairman of the supervisory board of the Company, Burchard Steinbild), for the acquisition of all their shares, namely 1,327,542 no-par value shares, corresponding to 69.28 % of the Company’s share capital.

• Part of the purchase price under the main purchase agreement will not be paid in cash. The sellers will by way of re-investment receive shares in Easyvista Holding SAS, Noisy-le-Grand/France, the parent company of Easyvista SAS.

• Optimus BidCo AG has also concluded further purchase agreements with minority shareholders for the acquisition of 111,276 shares in the Company at the same purchase price; these selling shareholders will receive the purchase price in cash.

• The closing of all purchase agreements is expected to take place within one month after the signing and is subject to customary closing conditions.

Optimus BidCo AG intends, after fulfilment of the conditions for, and closing of, the aforementioned purchase agreements, to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.