Accentro Real Estate AG: Bondholders, minority shareholder and Management Board of ACCENTRO reach agreement in principle on comprehensive restructuring solution

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

Berlin, 29 March 2025 – As part of the ongoing restructuring negotiations led by a group of bondholders, which together hold approximately 68% of the EUR 225m outstanding principal amount 2020/2026 bond and 100% of the EUR 100m outstanding principal amount 2021/2029 bond (together the "Ad Hoc Group"; the 2020/2026 and 2021/2029 bond together the "Outstanding Bonds"), an agreement in principle was reached on a comprehensive restructuring solution between the Ad Hoc Group, a minority shareholder of ACCENTRO (ADLER Real Estate GmbH and ADLER Group S.A. ("ADLER")) and ACCENTRO, which was approved by the Management Board yesterday. The signing of a commitment letter, in which the parties commit to the key parameters of the restructuring of the equity side, and an agreement on a comprehensive term sheet as part of a lock-up agreement between the Ad Hoc Group and ACCENTRO, in which the key parameters of the restructuring concept are set out, are expected to occur shortly.

The restructuring solution, which the Management Board has assessed and evaluated as the only available and therefore best option for ACCENTRO and is therefore pursuing, provides for the implementation of a restructuring project in accordance with the German Corporate Stabilization and Restructuring Act (StaRUG). The implementation of the restructuring solution is subject to various conditions precedent with regard to individual intermediate steps; these are in particular: a restructuring opinion confirming the restructuring solution, a court confirmation of the restructuring plan, the refinancing or extension of various property financings, and the approval of the Supervisory Board of ACCENTRO.

The restructuring concept is based on the key assumptions announced in the ad hoc disclosure dated 12 August 2024, whereby the economic framework conditions mentioned therein are subject to the finalization of the restructuring opinion. The restructuring concept also aims to achieve the following equity and debt capital structure:  

- Capital measures pursuant to the StaRUG restructuring plan, including a partial capital reduction to EUR 10,000.00 (by way of share consolidation at a ratio of 3,243 to 1 after prior equalization by way of cancellation of 7,934 shares) and a cash capital increase excluding the subscription right of all shareholders except of ADLER by issuing 274,299 new shares to ADLER and bondholders that provide the New Super Senior Bonds. It is expected that the capital measures will result in the following post-restructuring equity: (i) ADLER c. 10.1%, (ii) Brookline Real Estate S.à r.l. und Brookline Real Estate II S.à r.l. c. 2,92%, (iii) the shares currently in free float totaling c. 0,43%, (iv) bondholders that subscribe for the New Super Senior Bonds c. 86.55%.

- Comprehensive amendments to the current respective terms and conditions of the Outstanding Bonds, in particular including:

- Bifurcation of the principal amount of the 2020/2026 bond and of the 2021/2029 bond each on a pro rata basis into senior secured principal and unsecured deeply subordinated principal and capitalisation of all interest accruing until the effective date of the restructuring. It will not be possible to trade in, sell or otherwise dispose of the senior secured principal of the Outstanding Bonds separately from the unsecured deeply subordinated principal.

Subject to adjustments as part of the finalization of the restructuring opinion the Outstanding Bonds each would comprise of presumably around 40% senior secured principal amount and around 60% unsecured deeply subordinated principal amount.  

- Deferral of the maturity of the senior secured principal amount to 30 December 2028 and maturity of the unsecured deeply subordinated principal amount earliest 30 December 2028.

- Increase of the interest rate to presumably 7.0% per annum for the senior secured principal amount and presumably 15.0% per annum for the unsecured deeply subordinated principal amount. ACCENTRO may elect not to pay interest in cash but by increasing the principal outstanding amount of the Outstanding Bonds ("PIK interest"). If ACCENTRO elects to pay PIK interest on the senior secured principal amount, the interest rate will increase to presumably 8.0% per annum.The Issuance of Super Senior Bonds in the mid double-digit million euro range (the "New Super Senior Bonds") to refinance the bridge bonds, provide additional operating liquidity funds and pay transaction costs. The New Super Senior Bonds are expected to have the following main terms:

- Cash interest rate of 10% per annum and maturity on 30 December 2027 (unless previously redeemed).

- The New Super Senior Bonds will provide for a right of the holders to receive a minimum redemption of 140% of the nominal capital of the New Super Senior Bonds. Accordingly, any redemption of the New Super Senior Bonds is subject to payment of a redemption premium, which is necessary to generate such minimum return.

- The New Super Senior Bonds will be issued in a specified denomination of EUR 100,000 per note. ACCENTRO will offer all holders of the Outstanding Bonds to subscribe for New Super Senior Bonds on a pro rata basis, subject to certain regulatory conditions. ACCENTRO expects that a holder of 2020/2026 bonds will have the right to subscribe for one New Super Senior Note for each 722 2020/2026 bonds owned by such holder. In addition, each holder of the Outstanding Bonds participating in the New Super Senior Bonds will have the right to acquire new shares in ACCENTRO by way of a cash capital increase excluding the subscription rights of all shareholders except ADLER. It will not be possible to subscribe for fractions of a New Super Senior Bonds and ACCENTRO will not pay any cash compensation if a holder of the Outstanding Bonds does not hold a sufficient number of Outstanding Bonds to subscribe for New Super Senior Bonds. Subject to certain conditions, members of the Ad Hoc Group will commit to subscribe for any Super Senior Bonds which are not subscribed for by other holders of the Outstanding Bonds.

- Cumulative mandatory redemption concept 

- In line with the current term of the Outstanding Bonds, ACCENTRO will be required to make early redemptions of the Outstanding Bonds and the New Super Senior Bonds from the net proceeds of investment property sales as well as the realisation of certain receivables, subject to certain thresholds and grace periods.

- Redemption payments on the senior secured principal amount of the Outstanding Bonds will only have to be made once the New Super Senior Bonds (and any prepayment premium thereon) have been paid in full. There will be no requirement to make mandatory redemption of the unsecured deeply subordinated principal amount of the Outstanding Bonds.

Vectron Systems AG: Agreement on Severance and Compensation Payment between Vectron and Shift4 Group under the domination and profit and loss transfer agreement

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

Münster, 24 March 2025. Following the completion of the work of the jointly commissioned valuation expert, Vectron Systems AG ("Vectron") and the Shift4 Group ("Shift4") today reached an agreement on the amount of severance payment and fixed compensation payment under the domination and profit and loss transfer agreement between Vectron as a dependent company and its majority shareholder announced on September 26, 2024.

The Supervisory Board of Vectron Systems AG today agreed to offer the outside shareholders a compensation of EUR 10.93 per Vectron share in the domination and profit and loss transfer agreement. Furthermore, Vectron and Shift4 have agreed, with the approval of the Supervisory Board, that an annual fixed compensation payment of EUR 0.47 gross (or EUR 0.40 net after deduction of current corporation tax and solidarity surcharge) per share will be paid to the outside Vectron shareholders for each full financial year.

In order to be effective, the domination and profit and loss transfer agreement requires the approval of Vectron's Annual General Meetings, which will be convened for April 25, 2025, and its entry in Vectron's commercial register. The convocation will be published today. The shareholders' meeting of the main shareholder has already given its approval.

Commerzbank Aktiengesellschaft: Commerzbank successfully completes share buyback of €400 m

Corporate News 27.03.2025 / 12:11 CET/CEST

- 18,335,008 shares in total repurchased (1.5% of share capital)

- Total capital return of €1.73 bn for 2024 financial year – consisting of share buybacks totalling around €1 bn and dividend payment of approximately €733 m

- CEO Bettina Orlopp: “With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year.”

Commerzbank AG successfully completed its share buyback on Wednesday, 26 March 2025. The Bank began the buyback on 14 February 2025. Since then, Commerzbank has repurchased a total of 18,335,008 of its own shares amounting to around €400 m at an average price of around €21.81 per share. This corresponds to a share of 1.5% of the Bank’s share capital. Together with the share buyback of €600 m conducted between November 2024 and January 2025, the Bank has repurchased its own shares totalling around €1 bn as part of the capital return for the year 2024.

“With the share buyback of around €400 m, we have completed another important component of our capital return for the 2024 financial year. In total, we will return around €1.73 bn, which is 71% of our net result after deduction of AT1 coupon payments, to our shareholders. For the years 2022 to 2024, the capital return amounts to €3.1 bn. This is more than we had originally committed to,” said Commerzbank CEO Bettina Orlopp.

In addition to the share buybacks, the capital return for the 2024 financial year will also include a dividend of €0.65 per share (2023: €0.35 per share). It will be proposed to the Annual General Meeting by the Board of Managing Directors and the Supervisory Board on 15 May 2025. In total, this results in a dividend payment of approximately €733 m for the 2024 financial year.

CFO Carsten Schmitt said: “Our goal for the coming years is clear: We want to sustainably increase our profitability and, based on that, continuously enhance the capital return to our shareholders. This includes not only share buybacks but also a steadily increasing dividend. For the 2025 financial year, we aim for a payout ratio of 100% of the net result before restructuring costs and after AT1 coupon payments.”

ZEAL sets new records for new customers, revenue and EBITDA in its anniversary year 2024

Corporate News

- Milestone of one million new customers per year reached for the first time

- Group revenue grows by 62% to € 188.2 million

- EBITDA almost doubled to € 61.9 million

- Expectations for new charity lottery Traumhausverlosung (English: Dream House Raffle) exceeded

- Squeeze-out of LOTTO24 AG successfully completed

Hamburg, 26 March 2025. ZEAL Network SE, the online market leader for lotteries in Germany, published its 2024 annual report today, reporting record figures for several key performance indicators. Group revenue increased by 62% to € 188.2 million (2023: € 116.1 million). At € 61.9 million, EBITDA was almost twice as high as in the previous year (2023: € 32.9 million).

“In our anniversary year 2024, we achieved a record triple in our business development in terms of new customers, revenue and EBITDA. In addition to the biggest growth in our core business since the company was founded, we have established ourselves as a pioneer in the German market with the launch of our Traumhausverlosung (English: Dream House Raffle),” comments Helmut Becker, CEO of ZEAL. “For the third year in a row, our subsidiary LOTTO24 AG has produced more record winners than any other provider in Germany. Our success is also good news for the good cause – with € 382 million in 2024, ZEAL has generated the highest sum in the company's history for social and community projects.”

“Thanks to targeted marketing measures and very successful new customer acquisition in an exceptionally good jackpot year, we reached the milestones of one million new customers and one billion in lottery billings for the first time. We are proud to have achieved the highest revenue in our company's history. At the same time, we were able to demonstrate the enormous profitability and scalability of our business model with a record EBITDA,” says Sebastian Bielski, CFO of ZEAL.

Revenue in the German lottery business grows by 59 %

ZEAL's outstanding revenue performance is largely due to strong revenue growth in lotteries. Due to a very positive jackpot situation and successful marketing measures, the average number of active customers (1,436 thousand) rose by 25%. At the same time, billings from lotteries exceeded one billion euros for the first time at € 1,080.4 million (2023: € 843.3 million). The gross margin rose by 3.1 percentage points to 15.6% due to a price increase in ticket fees in June 2024 and a change in the product mix. The parallel increase in billings and gross margin led to significant revenue growth in the lottery business of 59% to € 168.3 million (2023: € 105.7 million). ZEAL also improved its online market share by 2.4 percentage points from 41.4% to 43.8%.

Earnings almost doubled thanks to marketing efficiency and scaling effects

ZEAL achieved a record 1,259 thousand new customers in 2024, more than double the previous year's figure (2023: 597 thousand). Thanks to more efficient marketing measures, the successful acquisition of new customers led to a year-on-year decrease in acquisition costs per registered new customer (cost per lead, CPL) of 23% to € 35.16 (2023: € 45.52).

Other operating expenses increased by 58% to € 98.0 million (2023: € 62.0 million). This was largely due to strategic marketing expenses, which rose by 58% to € 56.9 million (2023: € 36.0 million), but at a significantly lower rate than the more than doubling of new customer growth. The growth and diversification of the business led to a 54% increase in the direct costs of business operations to € 18.5 million (2023: € 12.0 million). The increase in indirect operating costs to € 22.6 million (2023: € 14.0 million) was due to external consulting services and a provision of € 2.2 million connected to the squeeze-out of LOTTO24 AG.

Despite the higher costs, ZEAL was able to increase EBITDA disproportionately by 88% to € 61.9 million (2023: € 32.9 million) thanks to efficiency gains and scaling effects of the business model in relation to the strong revenue growth. At € 53.7 million, EBIT more than doubled compared to the previous year's figure (2023: € 23.6 million).

The Executive Board and Supervisory Board will propose to the Annual General Meeting on May 21, 2025 the payment of a dividend for the 2024 financial year of € 2.40 per share (2023: € 1.10), consisting of an ordinary dividend of € 1.30 and a special dividend of € 1.10. This means a total distribution to shareholders of around € 50.6 million (2023: € 23.8 million).

Dream House Raffle another highlight of the financial year

In 2024, ZEAL has launched the first charity lottery in Germany to raffle off an existing property. The first raffle of a dream house on the Baltic Sea exceeded all expectations for this product innovation and led to around 14 million tickets being sold between August and October. ZEAL was able to generate around € 1.8 million for charitable causes with the first house raffle alone, including more than € 1.2 million for the main charity partner DKMS.

Squeeze-out of LOTTO24 AG completed

With the acquisition of the remaining shares of LOTTO24 AG in 2024, ZEAL reached an important milestone in the optimization of the Group structure. The squeeze-out was completed on October 8, 2024 and the profit and loss transfer and domination agreement between ZEAL Network SE and LOTTO24 AG was entered in the commercial register on 21 November 2024.

Outlook for 2025

For the 2025 financial year, ZEAL plans to further expand its market leadership in Germany as an online provider of lottery products and to further scale its games offering and the Traumhausverlosung (English: Dream House Raffle). Depending on the general conditions and assuming an average jackpot development, the company expects revenue in the 2025 financial year to be in the range of € 195 million to € 205 million and EBITDA in the range of € 55 million to € 60 million.

About ZEAL

ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has more than one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In the year 2024, the ZEAL Group celebrated its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.

ECB authorizes UniCredit to increase Commerzbank stake to 29.9%

Press Release of UniCredit S.p.A.

- Decision beyond current investment not likely in 2025 - antitrust, discussions with key stakeholders and other considerations are further extending the timeline

- Economic downside is protected, with gain carried and full optionality retained

- UniCredit's focus remains on delivery of existing strategic plan

Milan, 14 March 2025 - UniCredit has received ECB authorization to acquire a direct stake in Commerzbank of up to 29.9%.

While the approval underscores UniCredit's financial strength and regulatory compliance, there are still many factors that will determine any further steps and their associated timeline.

However, several further approvals are still required before the c.18.5% shares held through derivatives can be converted into physical shares, including from the Germany Federal Cartel Office.

In addition, UniCredit is awaiting the opportunity to initiate a constructive dialogue with the new German government once formed.

As shareholder, we are pleased that our investment has driven some positive change at Commerzbank, which, together with the recent more optimistic view on German macro, has driven a substantial increase in the bank share price. However, only significant time will reveal if the plan is executable and hence determine whether such price appreciation is justified and sustainable.

As a result, our original timeline for deciding on whether to proceed or not with a potential combination is now likely to extend well beyond the end of 2025.

UniCredit's focus remains on executing on the second phase of our UniCredit Unlocked strategy, which in today's increasingly volatile external environment will further positively differentiate our performance and distributions from those of the rest of the sector. We have secured optionality on external growth options that we shall execute on only if they meet our financial metrics and improve our exciting base plan.

CLIQ Digital AG: CLIQ Announces Consideration of Delisting

Corporate News

- Delisting considered

- Potential public tender & repurchase offers

- AGM postponed until further notice

DUSSELDORF, 10 March 2025 - On 6 March 2025, the CLIQ Group announced via an ad hoc announcement that CLIQ is considering a delisting from all stock exchanges on which the company's shares are currently listed. As part of this process, CLIQ has entered into an agreement with Dylan Media B.V., which is evaluating an acquisition of a substantial number of outstanding CLIQ shares.

Delisting

The decision to explore a delisting is primarily driven by the low investor demand for the CLIQ shares, alongside the reporting obligations and costs associated with being a publicly listed company. A possible delisting would also enhance operational flexibility and decision-making without short-term market pressures. Already for a while, capital markets have no longer been the most viable financing option for CLIQ and any turnaround in this respect is not foreseen in the near future. A potential public partial acquisition offer by Dylan Media and a potential public partial share repurchase offer by CLIQ would give CLIQ shareholders an option to dispose of their shares should they wish to not remain shareholders in an unlisted company.

Potential public partial acquisition offer by Dylan Media

Dylan Media is considering a public partial acquisition offer to CLIQ's shareholders who wish to sell their shares before CLIQ transitions into a non-listed company. Dylan Media is a privately owned Dutch investment company, funded by international investors, experienced media executives and a group of existing CLIQ shareholders, including members of the Management and Supervisory Boards. CLIQ acknowledges that Dylan Media is still negotiating with equity and debt providers to obtain additional funding and has not yet finalised the scope or conditions of its potential partial acquisition offer.

Potential public partial share repurchase offer by CLIQ

Depending on the scope and conditions of the potential offer by Dylan Media, and CLIQ's resulting shareholder structure, the Group may also propose to its General Meeting a public partial share repurchase offer. If resolved, this would trigger the acquisition of treasury shares, which would then - after the completion of CLIQ's partial public share repurchase offer - be cancelled and reduce CLIQ's share capital accordingly. Notably, in case CLIQ will launch a share repurchase offer, Dylan Media has agreed not to participate in any potential repurchase offer with the CLIQ shares it holds.

Annual General Meeting & Financial reporting

As a result of these ongoing developments, CLIQ's Annual General Meeting, originally scheduled for 11 April 2025, has been postponed to a later date. Until further notice, CLIQ intends to publish its financial results for the first quarter 2025 as planned on 8 May 2025.

Management Board statement

"BothCLIQ's Management and Supervisory Boards express their support for Dylan Media's plans. Furthermore, the Boards also support the delisting, contingent on Dylan Media holding a significant shareholding in CLIQ," said Ben Bos, member of the Management Board. "CLIQ remains committed to keeping all stakeholders informed throughout this process."

About CLIQ

The CLIQ Group is a data-driven online performance marketing company that sells bundled subscription-based digital products to consumers worldwide. The Group licenses content from partners, bundles it to digital products, and sells them via performance marketing. CLIQ is expert in turning consumer interest into sales by monetising online traffic using an omnichannel approach.

The Group operated in 40 countries and employed 132 staff from 33 different nationalities as at 31 December 2024. The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris. CLIQ Digital is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index.

Visit our website https://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ. You can also follow us on LinkedIn.

Zalando has secured more than 90% of ABOUT YOU’s share capital without treasury shares and announces firm intention to implement a squeeze-out of minority shareholders of ABOUT YOU

Corporate News

Berlin, 7 March 2025 // Zalando SE (Zalando) has successfully secured more than 90% of the share capital of ABOUT YOU Holding SE (ABOUT YOU) without treasury shares through its public takeover offer (Takeover Offer) and related agreements. The acceptance period for the Takeover Offer expired at midnight (CET) on 6 March 2025. The final results of the Takeover Offer will be published on 11 March 2025. Closing of the Takeover Offer, which is still subject to regulatory approvals, is expected to take place in summer 2025.

On this basis, Zalando has the firm intention to implement a squeeze-out of the remaining minority shareholders of ABOUT YOU following closing of the Takeover Offer and the agreements entered into with key shareholders. Zalando has informed the management board of ABOUT YOU about this firm intention today. Zalando plans to implement the squeeze-out in connection with a merger of ABOUT YOU as transferring entity with Zalando or a wholly-owned subsidiary of Zalando as acquiring entity (merger squeeze-out), unless Zalando reaches an ownership of 95% of the relevant shares, which enables a direct squeeze-out without merger. In both cases, Zalando would acquire the remaining shares of ABOUT YOU in exchange for an adequate cash compensation. The amount of the cash compensation per ABOUT YOU share will be determined at a later date.

About Zalando

Founded in Berlin in 2008, Zalando is building the leading pan-European ecosystem for fashion and lifestyle e-commerce around two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we offer an inspiring and quality multi-brand shopping experience for fashion and lifestyle products to more than 50 million active customers in 25 markets. In B2B, we are using our logistics infrastructure, software and service capabilities to help brands and retailers run and scale their entire e-commerce business, on or off Zalando. As an ecosystem, Zalando aims to enable positive change for the fashion and lifestyle industry.

VARTA AG: VARTA AG expects the capital measures to take effect in the short term, leading to the cancellation of the existing shares and to a delisting

VARTA AG, Ellwangen, ISIN: DE000A0TGJ55

Publication of inside information in accordance with Article 17 of Regulation (EU) No. 596/2014

Ellwangen, March 5, 2025.  VARTA AG (“Company”) expects that the simplified reduction of the Company's share capital to EUR 0 and a simultaneous cash and non-cash capital increase with the exclusion of subscription rights (collectively, “capital measures”), as provided for in the legally binding restructuring plan for the financial restructuring, will take effect in the short term upon entry in the commercial register.

The management board, with the consent of the supervisory board, has decided to implement the capital reduction and the simultaneous capital increase. As provided in the restructuring plan, the shares issued in return for cash and non-cash contributions as part of the re-increase of the share capital are being subscribed to solely by a company controlled by the Company's current indirect majority shareholder Dr. Dr. Michael Tojner (“MT InvestCo”), an investment company of Dr. Ing. h.c. F. Porsche AG (“Porsche”) and a company indirectly held by MT InvestCo and Porsche (“MidCo”).

The entry of the share capital reduction to EUR 0 will result in the previous shareholders of the Company being eliminated without compensation due to the cancellation of the VARTA shares currently issued (“existing shares”) and the termination of the current shares' stock exchange listing (delisting). The existing shares will be written off by the custodian institutions and Clearstream Banking AG in the days following the entry of the capital reduction in the commercial register.

After the entry of the capital measures in the commercial register, the Company will promptly create the conditions for the disbursement of the new EUR 60 million super senior loan. Prior to this, MT InvestCo and Porsche will provide the Company with cash funds of approximately EUR 40 million as a contribution to the capital reserve, and the transfer of shares in real estate companies with a value of approximately EUR 20 million to the Company by MT InvestCo will take effect.

The measures implemented as part of the restructuring will establish sustainable financing for the Company and make it fit for the future.

Art Technology Holdings, Inc.: Art Technology Holdings Inc. Announces Intent to Explore a Bid to Acquire Majority Control of Artnet

Business news for the stock market

Tuesday, March 4, 2025

The Silicon Valley Software Development Company was in Berlin at The Artnet Annual General Meeting of Shareholders to Explore a Tender for the Majority Control of Artnet Shares and a Subsequent Take-Private Transaction

San Francisco, CA – Last week at the Artnet Annual General Shareholder Meeting, Art Technology Holdings (ATH) formally announced their intent to explore a bid to acquire majority control of Artnet - a leader provider of auction pricing data for fine art and a well-respected media voice in the fine art industry. Senior executives from ATH were in Berlin last week to meet with shareholders and explore a tender offer for a price of €11 per share.

"Artnet is a very well-respected asset in the world of fine art. The company is the leading destination for critical data about art pricing and industry trends – creating a backbone for the development of the industry as a whole. Unfortunately, the company has not achieved its full potential and requires new leadership, ideas and technology to better serve the buyers and sellers in the global fine art market," said Garry McGuire, Executive Chairman of ATH. "We believe we can create value for shareholders and subscribers by changing management, investing working capital, and bringing Silicon Valley technology innovation to the business."

Trevor Ruegg, CEO of ATH further added, "Artnet has significant technical debt and has been starved of investment capital due to its size and public company micro-cap limitations. This is a company that should be taken private and injected with new capital and strategies to better serve their customers and the art market more broadly. ATH seeks to provide infrastructure that will become a catalyst for growth in the fine art market, creating incrementality while not disintermediating participants in the current value chain."

ATH is partnering with a syndicate of major shareholders, including Weng Fine Art (WFA), led by Rüdiger K. Weng, and a blend of private equity and ultra-high net worth individuals. ATH would tender the offer under a Special Purpose Vehicle (SPV) and plan to partner with existing management and board to ensure value protection as the company is taken private and delisted.

The global art market is estimated to have delivered approximately $65B USD in sales in 2024 with approximately $12B USD coming from online art sales. While the global art market has suffered from lack of growth in recent years, Artnet, with the strongest customer base across the sector, has significant growth opportunities across data licensing, media, and online art sales.

For more information, please contact ATH at pr@arttechholdings.com.

About Art Technology Holdings, Inc.:

ATH is a Silicon Valley software development company focused on enhancing the buying and selling of fine art by developing software and workflow infrastructure that supports the entire fine art sell-side ecosystem: art advisors, art galleries, auction houses, and art fairs. The company is developing B2B software solutions that use Artificial Intelligence to create a modern discovery and preference matching process through data-driven aesthetic taste development, as well as using Blockchain to address art registration and authenticity, provenance, and additional transactional friction.

APONTIS PHARMA AG: Zentiva AG submits formal request to carry out a merger squeeze-out of the minority shareholders of APONTIS PHARMA AG – merger agreement planned

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

Monheim / Rhein, 5 March 2025. Zentiva AG today submitted a formal request to APONTIS PHARMA AG (“APONTIS PHARMA” or the “Company”, Ticker APPH / ISIN DE000A3CMGM5) pursuant to Sections 62 para.1 and para. 5 UmwG (German Transformation Act) in conjunction with Sections 327a et seq. AktG (German Stock Corporation Act), according to which a merger agreement is to be concluded between the Company and Zentiva, and the Annual General Meeting of APONTIS PHARMA AG is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Zentiva as the majority shareholder in return for an appropriate cash compensation (so-called squeeze-out under merger law).

Zentiva has informed APONTIS PHARMA that it holds approximately 93.83% of the Company’s share capital after deduction of the number of treasury shares of APONTIS PHARMA (170,000 shares) in accordance with Section 62 para. 1 sentence 2 UmwG. As a result, Zentiva is the majority shareholder of APONTIS PHARMA within the meaning of Section 62 (5) UmwG in conjunction with Section 327a (1) AktG.

The amount of the appropriate cash compensation that Zentiva will grant to the remaining shareholders of the Company for the transfer of the shares will be announced by Zentiva at a later date.

APONTIS PHARMA will provide information about the date of the Annual General Meeting at which a corresponding transfer resolution is to be passed in accordance with the statutory requirements.

Zentiva has proposed the commencement of negotiations on a merger agreement between Zentiva and APONTIS PHARMA.