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.

Vectron Systems AG: Vectron accelerates business model restructuring / Results 2024 / Personnel changes

Corporate News

According to preliminary calculations, Vectron Systems AG (Vectron), a leading provider of intelligent POS systems and cloud services with a focus on the hospitality and bakery industries, closed the past financial year 2024 in accordance with the local GAAP (HGB) and considering its 100% stake in acardo group AG, Dortmund, with cumulated sales of EUR 42 million and an operating result (EBITDA) of EUR -0.7 million. In Vectron's core business, the share of recurring revenues continued to increase and now exceeds 50%, while one-off revenues are also declining in absolute terms.

Following the completion of the delisting from the Frankfurt Stock Exchange (Scale Segment) as per September 30^th, 2024, the Management Board had decided to discontinue IFRS-reporting and henceforth to limit itself to local GAAP (HGB standard). Against that background, no comparative figures for previous year are provided.

In December 2024, an attractive product bundle consisting of POS systems and digital services from Vectron as well as Shift4's payment processing services was launched in cooperation with strategic partner and major shareholder Shift4.

As of November 30^th, 2024, two out of three Supervisory Board members, Andreas Prenner (Deputy Chairman) and Jürgen Gallmann, have resigned. Upon recommendation of the Management Board, the Local Court of Münster appointed two members of Shift4 Group’s Executive Board, Jordan Frankel (Group Legal Counsel) and Luke Thomas (Chief Strategy Officer), as new members of the Supervisory Board with effect from December 1^st, 2024. They are up for re-election or confirmation by the Annual General Meeting scheduled on July 2^nd, 2025. Prof. Dr. Dr. Claudius Schikora will remain on the Supervisory Board as Chairman and as independent member. At its ordinary meeting on 18.12.2024, the Supervisory Board elected Jordan Frankel, who accepted this election, as the new Deputy Chairman. The Supervisory Board thus not only reflects the approximate shareholding quota of Shift4, but also a competence profile that is appropriate to the market, supervisory and advisory requirements.

With effect from December 31^st, 2024, Christoph Thye has resigned from Vectron’s Management Board in agreement with the Supervisory Board. From now on, he will fully concentrate on his role as CEO of acardo group AG and, as such, will remain part of Vectron Group for this important business unit.

The conclusion of a domination and profit and loss transfer agreement between Shift4 and Vectron, which has already been announced on several occasions, is in preparation.

About Vectron Systems AG:

With more than 250,000 POS systems sold to date, Vectron Systems AG is one of the largest European providers of POS solutions. Building on this, the area of apps integrated into the cash registers as well as digital and cloud-based services is becoming increasingly important in the hospitality and bakery industries. The range of solutions comprises loyalty and payment functions as well as omni-channel ordering, online reservations and online reporting.

In the food and non-food retail segment, 100 percent subsidiary acardo AG is one of the leading providers of consumer activation tools such as coupons, cashback solutions and consumer apps in Germany. These are now used in more than 30,000 points of sale, consisting of groceries, drugstores, cinemas and pharmacies. acardo offers a full service, from conception to technical implementation and coupon clearing. Its customers include the largest companies in the respective industry, e.g. EDEKA, Müller, Nestlé, Unilever, Kellogg ́s, Krombacher, Coca-Cola, PEPSI, Beiersdorf, Hexal, CinemaxX, Cineplex, Universal and Warner Bros.

In June 2024, the majority of shares in Vectron Systems AG were acquired by Shift4. The New York-listed US company with more than USD 2.5 billion in sales (2023) is a leading provider of software and payment processing solutions. Shift4 serves merchants of all sizes across a wide range of industries, from small owner-managed local businesses to multinational corporations. The latter can be served seamlessly in the USA and Europe in the future as a result of combining both businesses.

New Work SE: Burda Digital SE submits demand for squeeze-out

Corporate News 

Hamburg, 19 February 2025 – Burda Digital SE (“Burda”) has on 18 February 2025 informed the management board of New Work SE (“New Work” or “Company”) that it directly holds 97.07% of New Work shares and has, as the Company’s principal shareholder, submitted a demand for the general meeting of New Work to pass a resolution on the transfer of the shares of the remaining minority shareholders of New Work to Burda against an appropriate cash settlement according to section 327a para. 1 sentence 1 Stock Corporation Act (squeeze-out under Stock Corporation Act).

Burda has announced that it will notify New Work of the amount of the cash settlement with an additional notice, a so-called specified demand, as soon as the amount has been determined.

ABOUT YOU Holding SE: ABOUT YOU'S Management Board and Supervisory Board Support Zalando's Public Takeover Offer

PRESS RELEASE

- ABOUT YOU's Management Board and Supervisory Board recommend shareholders to accept Zalando's takeover offer

- Cash offer of EUR 6.50 per share regarded as a fair and reasonable offer price

- Strategy to build pan-European ecosystem for fashion and lifestyle e-commerce combines the strengths of both companies, offering significant value creation potential in B2B and B2C

- Acceptance period for the takeover offer ends on February 17, 2025, at 24:00 CET

Hamburg | January 31, 2025 – The Management Board and Supervisory Board of ABOUT YOU Holding SE today issued their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the voluntary public takeover offer made by Zalando SE on January 20, 2025, for ABOUT YOU shares.

After a thorough review of the offer document, the Management Board and Supervisory Board expressly support the takeover offer. Both boards are convinced that the business combination of ABOUT YOU and Zalando offers significant value creation potential. They unanimously support the creation of a combined Group that, as a pan-European ecosystem for fashion and lifestyle e-commerce, will generate substantial synergies and will have an attractive long-term financial profile. Thus, the Management Board and Supervisory Board recommend that ABOUT YOU's shareholders accept the current takeover offer.

“After careful review by the Management Board and Supervisory Board, we are confident that the offer is in the best interest of ABOUT YOU, our shareholders, employees, and partners,” says Tarek Müller, the ABOUT YOU Group's Co-Founder and Co-CEO. “Besides a similar corporate culture, ABOUT YOU and Zalando share a drive to rethink fashion shopping and create the best possible experience for customers. Teaming up brings something unique: two separately operated brands in B2C, each tailored to the needs of its customers, while leveraging our strengths to create a powerful B2B platform.”

KEY ASPECTS OF THE REASONED STATEMENT

The statement is based on the offer document published on January 20, 2025, for the acquisition of up to 100% of ABOUT YOU's share capital. The Management Board and Supervisory Board of ABOUT YOU welcome the strategic and economic intentions outlined by Zalando, which have essentially been agreed upon between ABOUT YOU and Zalando in the business combination agreement signed on December 11, 2024, and balance the interests of both parties.

Both companies intend to bring together their capabilities and expertise to form a combined Group, enabling them to obtain a larger share in the European fashion market and accelerate progress toward a more sustainable future for the business and the industry.

For the business-to-business operations, the Management Board and Supervisory Board are positive about the integration of the complementary B2B services of both companies to build a holistic e-commerce operating system. SCAYLE, one of the world's fastest-growing enterprise commerce platforms, is set to be integrated into Zalando's B2B segment, and will significantly strengthen the joint offering for enterprise customers.

The boards expressly support the planned dual-brand strategy for the business-to-consumer business. ABOUT YOU and Zalando will retain their distinct brand identities and operate their online fashion stores largely independently. Selected capabilities will be combined to unlock synergies. ABOUT YOU will continue to be Europe's most personalized online fashion store for its more than 12 million style-led customers, offering an inspiring assortment of over 700,000 items.

The Management Board and Supervisory Board approve that ABOUT YOU’s current Management Board team should continue in their roles after the transaction is completed. With this partnership, two founder-led companies come together, built on a complementary culture and capabilities. ABOUT YOU and Zalando agree that their similar corporate cultures and shared values form the foundation for the combined Group's past and future success.

FAIR OFFER PRICE OF EUR 6.50 PER SHARE

ABOUT YOU's Management Board and Supervisory Board, together with their advisors, have reviewed and evaluated Zalando's takeover offer regarding the fairness of the offer price of EUR 6.50 per share. The offer consideration of EUR 6.50 represents a premium of 22.87% over the average analyst target price of EUR 5.29 (median: EUR 5.80) and a premium of 107% over ABOUT YOU’s three-month volume-weighted average share price on December 10, 2024, the last trading day before Zalando announced its intention to submit a takeover offer.

Against this background, the boards regard the offer price of EUR 6.50 per share as fair and appropriate from a financial perspective.

ACCEPTANCE PERIOD UNTIL FEBRUARY 17, 2025

The acceptance period for the offer began with the publication of the offer document at https://the-perfect-fit.de on January 20, 2025, and ends on February 17, 2025, at 24:00 hours CET (local time in Frankfurt am Main, Germany). ABOUT YOU shareholders should contact their respective custodian bank to tender their shares and inquire for any relevant deadlines set by their custodian banks which may require actions prior to the formal end of the acceptance period.

The takeover offer is not subject to a minimum acceptance threshold and is subject to customary closing conditions including antitrust approvals. The transaction is currently expected to close in summer 2025.

Further details are outlined in the joint reasoned statement of ABOUT YOU's Management Board and Supervisory Board. This document, along with a non-binding English translation, is available on ABOUT YOU’s Investor Relations website.

ABOUT YOU GROUP

The ABOUT YOU Group is an international e-commerce group, organized into different strategic business units: The online fashion store ABOUT YOU represents the Group's business-to-consumer business. With over 12 million active customers, ABOUT YOU is one of the largest online retailers for fashion and lifestyle in Europe and the leading provider of a personalized shopping experience on smartphones. In the award-winning ABOUT YOU app and on aboutyou.com, customers find inspiration and a range of more than 700,000 items from around 4,000 brands. The Group's business-to-business operations are largely handled by SCAYLE GmbH. SCAYLE offers a modern, cloud-based enterprise shop system that enables brands and retailers to scale their digital businesses quickly and flexibly, and adapt to growing customer needs. Over 200 online stores choose SCAYLE's Commerce technology under a license model, including leading brands and retailers such as Harrods, Manchester United, Deichmann, Fielmann, and FC Bayern. The newest subsidiary of the ABOUT YOU Group, SCAYLE Payments GmbH, complements the Group's portfolio of payment services. The payment service provider received the payment services license from the German Federal Financial Supervisory Authority (BaFin) in October 2024 and is currently being rolled out across various European markets. SCAYLE Payments enables the seamless integration of modern payment solutions and helps to scale customers' digital business models.

For further information, please visit: corporate.aboutyou.de/en.

CompuGroup Medical SE & Co. KGaA: Final results of voluntary public takeover offer – CVC has secured 21.85% of total share capital and voting rights of CompuGroup Medical

Corporate News

- Closing of the transaction is expected in the second quarter of 2025, subject to regulatory approvals

- Delisting offer planned shortly after successful completion of the transaction – no increase over the current tender offer price expected

- CVC has secured a minority stake of 21.85% in CompuGroup Medical while founding family Gotthardt retains majority stake with approximately 50.12%

Koblenz, Frankfurt – Caesar BidCo GmbH, a holding company controlled by investment funds advised and managed by CVC Capital Partners (‘CVC’) today published the final results of its voluntary public takeover offer to all shareholders of CompuGroup Medical SE & Co. KGaA (‘CompuGroup Medical’ or ‘CGM’). At the end of the additional acceptance period on 11 February 2025 at 24:00 hours (CET), the offer was accepted for 4,387,680 shares of CompuGroup Medical. This represents approximately 8.17% of the total share capital and voting rights. In addition, 13.68% of the total share capital and voting rights have been acquired outside the offer and are currently held by CVC directly and via instruments.

The founding family Gotthardt, who controls approximately 50.12% of the total share capital and voting rights, retains their majority stake in CompuGroup Medical. CompuGroup Medical founder Frank Gotthardt remains Chairman of the Administrative Board. Prof. (apl.) Dr. med. Daniel Gotthardt continues to be Chief Executive Officer and member of the Administrative Board.

The management of CompuGroup Medical and CVC have agreed to take the company private by way of a delisting offer immediately following the closing of the tender offer. CVC does not intend to increase the offer price for purposes of the delisting offer.

Prof. (apl.) Dr. med. Daniel Gotthardt, CEO of CompuGroup Medical said: “I look forward to the next chapter in CompuGroup Medical’s success story. Our commitment to providing the best solutions for medical doctors, dentists, healthcare practitioners, hospitals, and pharmacies remains stronger than ever. Together with our new partner CVC, we will build on our legacy to unlock new levels of growth and continuously drive innovation in the e-health market.”

Daniel Pindur, Managing Partner at CVC added: “Our successful offer marks a pivotal moment for both CompuGroup Medical and CVC. We are excited to closely collaborate with the team and the Gotthardt family in our strategic partnership. Together, we will drive the next phase of innovation in healthcare, leveraging CVC’s deep industry expertise and extensive experience in partnering with founder-led family businesses. We will jointly focus on continuing to strengthen the successful products, delivering cutting-edge, cloud-based and AI-driven solutions and enhancing service quality for healthcare professionals across Europe.”

The voluntary public tender offer remains subject to the completion of the regulatory conditions outlined in section 12.1.2 (c) to (g) and (i) of the offer document. Closing of the transaction is expected in Q2 2025.

In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document (including an English-language convenience translation thereof) and other information in connection with CVC's public tender offer have been made available on the following website after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht): www.practice-public-offer.com

About CompuGroup Medical SE & Co. KGaA

CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.19 billion in 2023, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.

About CVC Capital Partners

CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately EUR 193bn of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of approximately EUR 240bn from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 130 companies worldwide, which have combined annual sales of over EUR 155bn and employ more than 600,000 people. In the German-speaking market, CVC has been a relevant investor for more than 30 years and has successfully partnered with several founder- and family-led businesses. These include Douglas, Europe’s leading omnichannel beauty destination and until recently DKV Mobility, a leading provider of international mobility services, as well as Messer Industries, a global leader in industrial gases.

ENCAVIS AG: Elbe BidCo AG submits formal request to carry out a merger squeeze-out of the minority shareholders of ENCAVIS AG

Corporate News

Hamburg, 18 February 2025 – Today, Elbe BidCo AG informed the management board of ENCAVIS AG (“Encavis” or the “Company”) that following today’s settlement of the delisting offer, Elbe BidCo AG currently holds 94.15% of Encavis shares.

Against this background, Elbe BidCo AG has submitted a repeated formal request to the Company’s management board today as per its previous notice to the Company on 31 January 2025 to carry out a squeeze-out merger of the remaining Encavis minority shareholders against an appropriate cash settlement in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). Therein, Elbe BidCo AG reiterated its proposal to enter into negotiations with the Company’s management board regarding a merger agreement.

The amount of the appropriate cash settlement to be provided by Elbe BidCo AG, as the Company’s principle shareholder, to the remaining Encavis minority shareholders for the transfer of their shares will be determined at a later date. Elbe BidCo AG has announced that it will inform Encavis of the amount of the cash settlement in a further notice, the so-called specified demand, as soon as it has been determined.

About ENCAVIS:

The Encavis AG is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.7 gigawatts (GW), of which around 2.4 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.3 GW of capacity under construction, of which around 900 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.

ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.

www.encavis.com

Mynaric Announces Receipt of Delisting Notice from Nasdaq

Munich, February 13, 2025 – Mynaric (NASDAQ: MYNA) (FRA: M0YN), a leading provider of industrialized, cost-effective and scalable laser communications products, announces that it received a delisting notification dated February 10, 2025 (the “Delisting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (“Nasdaq”).

As previously disclosed, on February 7, 2025, Mynaric’s management board, with the approval of its supervisory board, resolved on a financial restructuring by proceedings under the German Corporate Stabilization and Restructuring Act (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen) and notified the competent Munich Local Court – Restructuring Court – of such restructuring project (the “StaRUG Proceeding”).

On February 10, 2025, Mynaric received the Delisting Notice from Nasdaq notifying Mynaric that, as a result of the StaRUG Proceeding and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that Mynaric’s American Depositary Shares representing its ordinary shares (the “ADS”) will be delisted from Nasdaq. The Delisting Notice also advises Mynaric of its right to appeal Nasdaq’s determination pursuant to procedures set forth in the Nasdaq Listing Rule 5800 Series. Mynaric does not intend to pursue an appeal.

Trading of the ADS will be suspended at the opening of business on February 18, 2025. Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the ADS from listing and registration on Nasdaq.

Nasdaq has previously notified Mynaric that it is no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) for failing to maintain a minimum market value of $50 million in listed securities, (ii) Nasdaq Listing Rule 5250(c)(2) for not filing an interim balance sheet and income statement as of and for the end of its second quarter on Form 6-K within six months following the end of Mynaric’s second quarter, (iii) Nasdaq Listing Rule 5620(a) for failing to hold an annual meeting of shareholders within twelve months after the end of the Mynaric’s fiscal year, and (iv) Nasdaq Listing Rule 5450(a)(1) for not meeting the minimum closing bid price of $1.00 per share of the ADS.

About Mynaric

Mynaric (NASDAQ: MYNA) (FRA: M0YN) 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 locations in Los Angeles, California, and Washington, D.C.

For more information, visit mynaric.com.

EP Global Commerce GmbH to launch public delisting acquisition offer for METRO AG

Press Release

- EPGC has entered into a delisting agreement with METRO AG today

- Cash offer price expected to be EUR 5.33 per METRO Share representing an attractive premium over both the current share price as well as the three- and six-month volume weighted average share price

- EPGC fully supports the METRO Management Board and the current sCore strategy

Grünwald, February 5, 2025 – Today, EP Global Commerce GmbH (“EPGC”), a holding company controlled by Daniel Křetínský, entered into a delisting agreement with METRO AG (“METRO” or the “Company”) and announced its decision to launch a public delisting acquisition offer (the “Delisting Offer”) for the acquisition of all outstanding no-par value ordinary shares (ISIN DE000BFB0019, “Ordinary Share”) and all outstanding no-par value preference shares (ISIN DE000BFB0027, “Preference Share”) of METRO (together, the "METRO Shares") not directly held by EPGC against payment of a cash offer price of EUR 5.33 per METRO Share.

The cash offer price represents a premium of approx. 38.98% to the XETRA closing share price of the Ordinary Shares of METRO on February 4, 2025. Additionally, it represents a premium of approx. 30.57% to the volume-weighted average share price for the Ordinary Shares over the past three months and 23.54% over the past six months. The cash offer price for the Preference Shares is also well above the XETRA closing share price of the Preference Shares on February 4, 2025, and the volume-weighted average share price of the Preference Shares over the past three and six months. The Delisting Offer is therefore a unique opportunity for the METRO shareholders to monetize their shares with an attractive premium to the prevailing market price.

Delisting supports METRO’s long-term strategic direction

EPGC has been a major shareholder and trusted partner of METRO for many years. The aim of the delisting is to enable METRO to better pursue its long-term transformation goals, to further implement its current sCore strategy and to return to profitability and free cash flow generation.

Daniel Křetínský, founder and one of the ultimate shareholders of EPGC, said: “As a long-term strategic investor in METRO AG we fully support the Management Board lead by Dr. Steffen Greubel and their transformation effort. Delisting is a logical step that reflects the current difficult situation of METRO as publicly listed company expected to deliver on short term results while implementing the long-term sCore strategy. EP Group welcomes signing of the delisting agreement with METRO AG and is committed together with the management team to transform the company into successful food and non-food wholesaler with high quality products and services for its customers.”

Management Board and Supervisory Board of METRO support the transaction

The Management Board of METRO is of the opinion that the delisting is in the best interest of the company and its stakeholders. The members of the Supervisory Board of METRO, at its meeting today, have taken approving note of the delisting agreement.

EPGC undertakes to respect all existing arrangements regarding employees and their trade unions in place. Similarly, the composition of the Supervisory Board of METRO and its responsibilities will not change because of the Delisting Offer. Following completion of the delisting, EPGC intends to pursue a so-called taking private strategy of METRO through further structuring measures. EPGC and METRO have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO within the next 18 months, unless METRO makes use of financial support from EPGC. Subject to the outcome of the Delisting Offer, EPGC will consider implementing a squeeze-out of METRO's minority shareholders.

Anchor shareholders ensure future cooperation

EPGC is currently METRO's largest shareholder holding a total stake of 180,026,758 Ordinary Shares (representing approx. 49.99% of all Ordinary Shares and voting rights in METRO) and 322,419 Preference Shares. METRO's other anchor shareholders, BC Equities GmbH & Co. KG and Beisheim Holding GmbH (together “Beisheim”) as well as Palatin Verwaltungsgesellschaft mbH (“Meridian”) represent in total 24.99% of all Ordinary Shares and voting rights in METRO. Seeking to continue supporting the transformation process and the sCore strategy of METRO in their role as longstanding shareholders, Beisheim and Meridian entered into a non-tender agreement with EPCG, according to which they will not tender their shares. Further, after the completion of the delisting, a shareholders' agreement between EPGC, Meridian and Beisheim will become effective.

Delisting Offer details

The Delisting Offer will not be subject to any conditions and otherwise be made on and subject to the terms and conditions set out in the offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the offer document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Delisting Offer will commence. The offer document (once available) and other information relating to the offer will be published on the following website: www.epgc-offer.com

During the acceptance period METRO AG will file with the Frankfurt Stock Exchange the application for the revocation of the admission of the shares to trading on the regulated market. The revocation is expected to become effective upon the end of the acceptance period. Thereafter, the METRO AG shares will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad.

About EP Global Commerce

EP Global Commerce (EPGC) is an acquisition entity controlled by Daniel Křetínský. It was founded in April 2016 and is headquartered in Prague. EPGC currently owns 49.99% of the ordinary shares and voting rights in METRO AG.

METRO AG and EPGC agree on delisting of METRO shares

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

METRO AG today entered into a delisting agreement with its majority shareholder EP Global Commerce GmbH („EPGC“), a holding company controlled by Daniel Křetínský, which holds approx. 49.99 percent of the voting rights in METRO AG. Thereunder, EPGC has undertaken to offer the shareholders of METRO AG to acquire all shares in METRO AG not yet held by EPGC for a cash consideration of in each case EUR 5.33 per tendered ordinary share and per tendered preference share as part of a delisting acquisition offer.

The delisting agreement provides that METRO AG will file an application for the revocation of the admission of the METRO AG shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange during the acceptance period of the delisting offer.

In the delisting agreement, EPGC undertakes vis-à-vis METRO AG to fully support the further implementation of its current sCore strategy. In addition, EPGC has made financing commitments over a transitional period, to the extent this would be required for the implementation of the strategy and the necessary financial means cannot be covered from other sources. Against the background of these provisions, the management board is of the opinion that the delisting is in the company's interest. The members of the supervisory board of METRO AG, at its meeting today, have taken approving note of the delisting agreement.

EPGC has indicated that, following a delisting, it will seek to take a METRO AG private by way of implementing structural measures pursuant to stock corporation law. METRO AG and EPGC have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO AG within the 18 months following the completion of the delisting, provided that METRO does not request financial support from EPGC.

Prior to the conclusion of the delisting agreement, METRO was informed that EPGC had reached an agreement with the two other major METRO shareholders, Meridian and Beisheim, according to which they will not tender their METRO shareholding to EPGC. As major shareholders, they will continue to support the long-term implementation of the sCore strategy. Further, EPGC, Meridian and Beisheim have concluded a shareholders' agreement, which shall become effective after completion of the delisting.

The management board and the supervisory board of METRO AG will review the offer document to be published by EPGC regarding the delisting acquisition offer and will issue a joint reasoned statement. The respective purchase price offered by EPGC for the ordinary shares represents a significant premium over both the current stock exchange price and the volume weighted average stock exchange prices over the last three and six months. At the same time, the management board and the supervisory board are of the opinion that the price does not fully reflect the long-term value potential of METRO AG based on the sCore strategy. The management board and the supervisory board of METRO AG will comment on the offer price in the reasoned statement.

The management of the Frankfurt Stock Exchange will decide on the application for the revocation of the admission of the shares to trading on the regulated market. Once the revocation becomes effective, the METRO AG shares will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad. 

ENCAVIS AG: Elbe BidCo AG secures 91.12% of the shares in ENCAVIS AG and intends to carry out a merger squeeze-out of the minority shareholders of ENCAVIS AG

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

Hamburg, 31 January 2025 – ENCAVIS AG (ISIN: DE0006095003, ticker symbol: ECV) (“Encavis” or the “Company”) announces that Elbe BidCo AG has today informed the Company’s management board of its intention to carry out a merger squeeze-out of the Company’s remaining minority shareholders in accordance with section 62 para. 1 and 5 of the German Transformation Act (Umwandlungsgesetz) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz). Elbe BidCo AG has also proposed entering into negotiations with the Company’s Management Board regarding the conclusion of a merger agreement.

Elbe BidCo AG currently holds approximately 87.73% of Encavis shares. According to information by Elbe BidCo AG published in the Federal Gazette, the public delisting offer of Elbe BidCo AG made to the Encavis shareholders (“Delisting Offer”) has to date been accepted in an amount of approximately 3.39%, therefore, Elbe BidCo AG has already secured a total of approximately 91.12% of the Encavis shares. By the end of 31 January 2024 the acceptance period for the Delisting Offer will end, with the final results expected to be published on 5 February 2025 and the settlement of the Delisting Offer to occur shortly thereafter.

Elbe BidCo AG has also announced that, following the settlement of the Delisting Offer, it will immediately repeat its request for the Company’s general meeting to resolve, within three months of the conclusion of the merger agreement, on the transfer of the Encavis shares of the Company’s remaining minority shareholders to Elbe BidCo AG as principal shareholder in return for an appropriate cash settlement. The amount of the cash settlement will be determined at a later date.

ENCAVIS: Delisting of ENCAVIS AG shares from Hamburg Stock Exchange takes effect at the end of 31 January 2025

Corporate News

Hamburg, 9 January 2025 – The Hamburg Stock Exchange informed ENCAVIS AG (“Encavis” or the “Company”) on 8 January 2025 that it had granted the Company’s application for the revocation of the admission of Encavis shares to trading on the regulated market of the Hamburg Stock Exchange taking effect at the end of 31 January 2025. Thereafter, i.e., from 1 February 2025, the Encavis shares can no longer be traded on the regulated market of the Hamburg Stock Exchange.

In parallel, the Company has also applied for the revocation of the admission of the Encavis shares to trading on the regulated market of the Frankfurt Stock Exchange and in the sub-segment with additional post-admission obligations (Prime Standard) taking effect at the end of 31 January 2025, which has not yet been decided.

About ENCAVIS:

The Encavis AG (ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.7 gigawatts (GW), of which around 2.4 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.3 GW of capacity under construction, of which around 900 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.

ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.
www.encavis.com

ENCAVIS AG: Management Board and Supervisory Board recommend the acceptance of the Public Delisting Acquisition Offer by KKR

Corporate News

- Joint reasoned statement of Management Board and Supervisory Board published

- Offer price of EUR 17.50 per share considered fair and adequate

Hamburg, 3 January 2025 – Today, the Management Board and the Supervisory Board of Encavis AG (“Encavis” or the “Company”) published a joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the public delisting acquisition offer by Elbe BidCo AG (the “Bidder”) for the acquisition of all Encavis shares not already held directly by the Bidder. The Bidder, a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (collectively, “KKR”), is a stock corporation incorporated under the laws of Germany, having its registered office in Munich, Germany. The family company Viessmann (“Viessmann”) is participating as co-investor in the consortium led by KKR.

The recommendation of the Management Board and the Supervisory Board to accept the delisting acquisition offer is based on their respective independent review and detailed assessment of the offer document for the delisting acquisition offer published by the Bidder on 23 December 2024. The Management Board and the Supervisory Board welcome the economic and strategic intentions of the Bidder as set out in the offer document. In the offer document, the Bidder has confirmed its intention to support the current growth strategy of Encavis in the long term by delisting the Encavis shares. The delisting of all Encavis shares from both the Frankfurt Stock Exchange and the Hamburg Stock Exchange (“double delisting”) is intended, in particular, to enable Encavis to significantly save costs incurred in connection with the stock exchange listings, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listings. The basis for the delisting process are the Investment Agreement of 14 March 2024 and the Delisting Agreement of 6 December 2024 both concluded between Encavis and the Bidder, which, in addition to provisions on the future cooperation, also contain provisions for securing the future (re)financing of the Company after the delisting.

The Management Board and the Supervisory Board consider the offer price of EUR 17.50 in cash per Encavis share to be fair and adequate. In preparation of the reasoned statement on the Bidder’s previous takeover offer (also with an offer price of EUR 17.50 per Encavis share), the Management Board and the Supervisory Board had each obtained so-called fairness opinions to assess the financial adequacy of the offer price, with the Management Board being advised by Goldman Sachs and the Supervisory Board by Lazard. Both Goldman Sachs and Lazard had confirmed that, with respect to the Bidder’s takeover offer, the offer price of EUR 17.50 is fair from a financial point of view. In preparation of the reasoned statement on the delisting acquisition offer, the Management Board and the Supervisory Board have refrained from obtaining one or more additional or updated fairness opinions. After conducting a thorough review independently of each other, the Management Board and the Supervisory Board are of the opinion that there have been no material financial changes to the actual situation on which the reasoned statement for the takeover offer that could lead to a higher valuation of the Company and thus to a different assessment of the financial adequacy of the offer price.

The offer price of EUR 17.50 meets the requirements for the statutory minimum offer price and represents a premium of 54.20 percent on the XETRA closing price of the Encavis share on 5 March 2024, the day press reports on takeover speculation and the ad hoc release of Encavis have been published, according to which the Company is in talks with KKR about a potential transaction. The offer price also represents a premium of 34.50 percent on the volume-weighted average stock exchange price of the last six months up to and including 5 March 2024, as well as a premium of 34.10 percent on the volume-weighted average stock exchange price of the last six months up to and including 13 March 2024, the day before the announcement of the takeover offer by the Bidder. The offer price also exceeds the median of analysts’ target prices for the Encavis shares published in the last three months up to and including 5 March 2024 by approximately 9.4 percent.

The acceptance period for the delisting acquisition offer began with the publication of the offer document on 23 December 2024 and ends on 31 January 2025 at 24:00 hours (CET). Encavis shareholders may accept the Bidder’s delisting acquisition offer through their custodian bank. Shareholders are advised to contact their custodian bank to tender their shares. The details of the offer are set out in the Bidder’s offer document, which can be found on the Bidder’s website at www.elbe-offer.com (under “Öffentliches Delisting-Erwerbsangebot”).

As a delisting acquisition offer, the offer to Encavis shareholders is not subject to any offer conditions; in particular, there is no minimum acceptance threshold.

After expiry of the acceptance period of the delisting acquisition offer, the Bidder intends to carry out the delisting of the Encavis Shares as quickly as legally and practically possible. In the Investment Agreement and the Delisting Agreement, the Management Board has undertaken, subject to its fiduciary duties, to support the delisting at the request of the Bidder and to submit corresponding applications for the revocation of the admission of the Encavis shares to trading on the regulated market of the Frankfurt Stock Exchange and the Hamburg Stock Exchange. In addition, Encavis has undertaken in the Delisting Agreement to take all economically reasonable steps and measures to terminate all current inclusions of the Encavis share in the open market of all stock exchanges.

At the time of publication of the delisting acquisition offer, the Bidder and the persons acting jointly with the Bidder already hold shares and voting rights amounting to approximately 87.73 percent of the share capital of Encavis.

The detailed terms and conditions of the delisting acquisition offer can be found in the offer document.

The joint reasoned statement of the Management Board and the Supervisory Board of Encavis on the public delisting acquisition offer of the Bidder, published on 3 January 2025, is available free of charge from Encavis AG, Investor Relations, Große Elbstraße 59, 22767 Hamburg, Germany, email: ir@encavis.com (stating a complete postal address). In addition, the joint reasoned statement has been published on the Encavis website: https://www.encavis.com/en/green-capital/investor-relations/delisting

The joint reasoned statement and any supplements and/or additional statements regarding possible amendments to the delisting acquisition offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

Please note that only the joint reasoned statement of the Management Board and the Supervisory Board are authoritative. The information in this press release does not constitute any explanation or supplement to the contents of the joint reasoned statement.

About ENCAVIS:

The Encavis AG (ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.7 gigawatts (GW), of which around 2.4 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.3 GW of capacity under construction, of which around 900 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.

ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.
www.encavis.com

CompuGroup Medical SE & Co. KGaA CGM issues joint reasoned statement recommending that shareholders accept CVC's voluntary public takeover offer

Corporate News

- Offer price of EUR 22.00 per share is considered to be fair and adequate

- Deutsche Bank and J.P. Morgan have issued fairness opinions confirming the fairness of the offer price from a financial perspective

- Managing Directors, Administrative Board and Supervisory Board welcome the envisaged strategic partnership with CVC Capital Partners, which is expected to support the long-term innovation and growth strategy of CompuGroup Medical

- Managing Directors, Administrative Board and Supervisory Board each recommend accepting the offer

Koblenz – The Managing Directors, the Administrative Board and the Supervisory Board of CompuGroup Medical SE & Co. KGaA (“CompuGroup Medical”) today published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”) on the voluntary public tender offer of a holding company controlled by investment funds advised and managed by affiliates of CVC Capital Partners (“CVC”) to all shareholders of CompuGroup Medical.

After independently and carefully reviewing the offer document published by CVC, the Managing Directors, the Administrative Board and the Supervisory Board reaffirm their support and recommend all CompuGroup Medical shareholders to accept the public tender offer. The governing bodies welcome the economic and strategic intentions of CVC as outlined in the offer document. They are confident that CVC’s commitment to fully support CompuGroup Medical's current growth strategy will benefit the company’s focus on significantly investing in modern cloud-based software products, data-based AI technology and improving customer success.

The Managing Directors, the Administrative Board and the Supervisory Board of CompuGroup Medical consider the offer price of EUR 22.00 per share to be fair and adequate. They have examined the offer document independently of each other. Deutsche Bank and J.P. Morgan provided the Managing Directors, the Administrative Board and the Supervisory Board with fairness opinions confirming the fairness of the offer price from a financial perspective.

Prof. Dr. Daniel Gotthardt abstained from participating in the discussions about the reasoned statement due to his dual role as CEO and significant shareholder of the company. Frank Gotthardt abstained from participating in the discussions about the reasoned statement due to his dual role as Chairman of the Administrative Board and majority shareholder of the company. Instead, they have issued a separate statement which expresses their commitment and support for the offer from CVC. This separate statement is attached to the joint reasoned statement of the Managing Directors, Administrative Board and the Supervisory Board.

Daniela Hommel, CFO of CompuGroup Medical, said: “After thorough review of the offer document, we as the Managing Directors reaffirm our support of the envisaged strategic partnership with CVC. We believe that the offer is in the best interests of our stakeholders and that the offer price of EUR 22.00 per share is fair. For our shareholders, the offer represents the opportunity to realize value immediately and with high certainty.”

Philipp von Ilberg, Chairman of the Supervisory Board of CompuGroup Medical, added: “The envisaged partnership is fully in line with CompuGroup Medical’s strategy, allowing us to enter the next phase of innovation and expansion. The Supervisory Board fully supports the offer as we believe it will benefit our company and its stakeholders.”

The offer is subject to a minimum acceptance threshold of 17% and customary regulatory conditions, including antitrust clearances. Upon completion of the offer and combined with the shareholders around the founding family Gotthardt, the strategic partners will hold at least 67% of all shares.

After completion of the tender offer, the management of CompuGroup Medical and CVC have agreed to take the company private by way of a delisting offer, which is intended in due course after closing of the tender offer. Shareholders who stay invested will face the risk of holding an illiquid stock with very limited financial reporting and less opportunities to sell their shares at an adequate price. The aim of the planned delisting is for CompuGroup Medical to benefit from financial flexibility and a long-term oriented private ownership structure. CVC and CompuGroup Medical have agreed not to enter into a domination and/or profit and loss transfer agreement for a period of two years following the closing of the offer.

The acceptance period for the offer during which the shareholders of CompuGroup Medical can tender their shares has commenced with the publication of the offer document on 23 December 2024 and will end on 23 January 2025, 24:00 CET. CompuGroup Medical shareholders may accept the public tender offer of CVC via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their shares. The detailed offer can be found in the offer document issued by CVC at www.practice-public-offer.com.

The joint reasoned statement of the Managing Directors, the Administration Board and the Supervisory Board of CompuGroup Medical on the voluntary public tender offer by CVC is available on CompuGroup Medical’s website: https://www.cgm.com/ir-publications

The joint reasoned statement, any additions and/or additional statements on possible amendments to the tender offer are published in German and in a non-binding English translation. Only the German versions are authoritative.