Annual General Meeting of LOTTO24 AG resolves squeeze-out

Corporate News

- Squeeze-out: Transfer of the shares of the remaining minority shareholders of LOTTO24 AG to ZEAL Network SE against payment of a cash compensation of EUR 479.25 per share resolved

- Dividend of EUR 0.04 per share resolved

- All proposed resolutions adopted by a large majority

Hamburg, 28 August 2024. The Annual General Meeting of LOTTO24 AG, the leading German online provider of lottery products, yesterday resolved to transfer the shares of the remaining minority shareholders of LOTTO24 AG to ZEAL Network SE with a majority of 98.36 % of the votes cast. As announced, the cash compensation amounts to EUR 479.25 per share.

“We are pleased that our shareholders are following our strategic direction,” says Andrea Behrendt, CFO of LOTTO24 AG. ”The squeeze-out resolved today represents the final step in the takeover of LOTTO24 by ZEAL.”

The shareholders also approved the payment of a dividend of EUR 0.04 per share for the 2023 financial year. All resolutions proposed by the management were adopted by a large majority.

The complete voting results and all important documents relating to the Annual General Meeting can be found here.

About LOTTO24 AG:

Lotto24 AG is a company of the ZEAL Group and the leading German online provider of lottery products. As an e-commerce company, LOTTO24 offers customers the opportunity to participate in a wide range of lottery products licensed in Germany. The range includes LOTTO 6aus49, Eurojackpot, Spiel 77, Super 6, GlücksSpirale, Spielgemeinschaften, Keno, the German TV Lottery, Scratch games, the German Dream House Lottery and freiheit+. As a fast-growing and at the same time service- and customer-oriented company, LOTTO24 aims to offer customers a particularly convenient, safe and contemporary gaming experience, both online and mobile.

BBI Bürgerliches Brauhaus Immobilien AG: Annual General Meeting approves squeeze-out

The Annual General Meeting of BBI Bürgerliches Brauhaus Immobilien AG has resolved the squeeze-out and thus the transfer of the shares of the minority shareholders to the majority shareholder, VIB Vermögen AG. The cash compensation amounts to EUR 14.96 per share.

The Annual General Meeting, which was held virtually on August 18, approved all resolutions proposed by the Supervisory Board and the Management Board. Among other things, the Annual General Meeting approved the squeeze-out under stock corporation law. This also resolved the transfer of the BBI shares held by the minority shareholders of BBI to VIB Vermögen AG (“VIB”). VIB is the main shareholder of BBI, holding around 95% of the company's share capital. The minority shareholders will receive a cash settlement of EUR 14.96 per BBI share. Following the transfer of the minority shareholders' shares to VIB, stock exchange trading in BBI shares will be discontinued.

Merger Squeeze-Out of MorphoSys Minority Shareholders Approved at 2024 Annual General Meeting

Media Release

Planegg/Munich, Germany, August 27, 2024

MorphoSys AG today announced that its shareholders approved all resolutions proposed by the company’s Management Board and Supervisory Board at its 2024 Annual General Meeting. This included the transfer of MorphoSys’ minority shareholders’ shares to Novartis BidCo Germany AG (hereinafter referred to as “Novartis”), the company’s majority shareholder, against a cash compensation of € 68.00 per share (“merger squeeze-out”). The merger squeeze-out will become effective once the transfer resolution and merger have been registered in the commercial register of MorphoSys, and the merger has also been registered in the commercial register of Novartis.

The 2024 Annual General Meeting was held on August 27, 2024, with 92.43% of the current MorphoSys share capital represented. The meeting was conducted virtually without the physical presence of shareholders or their proxies, in accordance with German law.

More information on MorphoSys’ 2024 Annual General Meeting can be found at www.morphosys.com/agm.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Ipsos launches a voluntary public takeover offer for infas to acquire the industry leader in German public sector research

Press Release

Ipsos, one of the world’s leading market research companies, has launched a voluntary public takeover offer for infas Holding AG, an important player in the field of market, opinion and social research in Germany.

Based in Bonn, the infas group has more than 300 employees and generated around €50 million in revenue in 2023. Infas is listed on the Frankfurt Stock Exchange. Its main shareholders, representing about 77.52% of the ownership structure, have already given their support to the acquisition.

Infas conducts research for companies, public bodies and political parties. The group’s range of services includes customised national and international studies, e.g. labour market, education and transport research.

With almost 20,000 employees, a strong global presence in 90 countries and over 5,000 clients worldwide, Ipsos is one of the largest market research companies in the world. It provides a vast pool of respondents from diverse markets, ensuring comprehensive coverage of client needs to deliver reliable information for a true understanding of Society, Markets and People. In Germany, Ipsos has over 500 employees at five locations: Hamburg, Berlin, Munich, Frankfurt and Nuremberg.

This acquisition will allow Ipsos to combine its global reach and wide expertise with infas’s German legacy, know-how and reputation. The infas location in Bonn will be added to the Ipsos network. The combined structure will represent more than 800 people and will offer its clients an even broader range of innovative research services under the name Ipsos infas in Germany.

Ben Page, CEO of Ipsos, commented: "The new combined entity will be one of the largest players in Germany, which is a key strategic growth market for Ipsos, and will benefit from enhanced expertise, expanded customer reach, and significant synergies. This transaction aligns perfectly with our 2025 strategic objectives, particularly our commitment to strengthen our leadership position in serving governments and public sector clients. Both Ipsos and infas share a client-centric approach and a dedication to innovation, ensuring a strong cultural fit and a seamless integration. We are confident this acquisition will create substantial value for the shareholders."

Menno Smid, CEO of infas, does also see the potential in a possible acquisition: : "If this transaction with Ipsos were successful, it would be a logical evolution for infas. Both companies have built their reputations on their commitment to customer focus, methodologically rigorous research, and delivering insights that have a real-world impact. This merger would allow us to amplify these strengths on a European and global scale and leverage the combined expertise of both teams to shape the future of market, opinion and social research. We would be excited to bring the power of both brands to the market, offering our clients an unparalleled level of service and insight and offering new opportunities to our employees."

KKR has received all regulatory approvals for its investment in OHB

Corporate News

- All conditions of the voluntary public takeover offer have been fulfilled

- The Fuchs family remains the majority shareholder

- OHB still plans to delist from the stock exchange

OHB SE ("OHB"), the German space and technology company, announces that the takeover offer ("offer") by KKR will be completed now that all offer conditions have been met. All regulatory approvals have been granted. As the next step, KKR will pay the offer consideration in accordance with the terms of the offer document by no later than September 9, 2024. Together with KKR as a minority investor, OHB will continue to implement its growth strategy systematically. The demand for privately funded, cost-efficient, and flexible space solutions is steadily increasing. OHB aims to meet this demand and become the leading full-service provider of space solutions for institutional and commercial customers in Europe.

KKR will hold approximately 28.6 % of the company's shares after completion. The Fuchs family has not sold any shares as part of the transaction and continues to hold around 65.4 % of the shares. OHB thus remains an independent German family business, with Marco Fuchs in the role of CEO and the existing management team in place. The remaining approximately 6 % of the shares are in free float.

"In KKR, we have found the ideal minority investor who supports our long-term growth and with whom we can successfully implement our corporate strategy. We are pleased that the offer is now also being completed. It allows our previous shareholders to benefit from the long-term value increase of OHB and at the same time paves the way for our delisting," says Marco Fuchs, CEO of OHB.

"OHB is the only large space company from Germany that is also at the forefront of European competition. KKR supports the goal of developing OHB into a European Space Champion and making an important contribution to Europe's sovereignty in space," says Christian Ollig, Partner and Head of the DACH region at KKR.

OHB continues to plan its delisting to facilitate the implementation of its long-term growth strategy as a privately held company.

About OHB SE

OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: SPACE SYSTEMS, AEROSPACE, and DIGITAL. The company employs around 3,400 people and generates a total turnover of around EUR 1.2 billion.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiar[1]ies offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Squeeze-out at Software AG under merger law became effective August 22, 2024

by Attorney-at-law Martin Arendts, M.B.L.-HSG

The resolution on the merger squeeze-out at Software AG (merger of the company as the transferring legal entity with Mosel BidCo AG) passed at the Annual General Meeting of Software AG on May 24, 2024 was entered in the commercial register of the Düsseldorf Local Court on August 21, 2024. The entry in the commercial register of the acquiring company (Munich Local Court) was made on August 22, 2024. The squeeze-out under merger law has thus become effective.

The appropriateness of the cash compensation offered to the minority shareholders will be reviewed in appraisal proceedings. Further information: kanzlei@anlageanwalt.de

Delisting of the New Work SE shares from the Frankfurt Stock Exchange effective as of the end of 26 August 2024

Corporate News

Hamburg, 23 August 2024 – The Frankfurt Stock Exchange has decided to revoke the admission of the New Work SE shares (ISIN: DE000NWRK013) to the regulated market and the segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange upon request of New Work SE by resolution published on 21 August 2024.

As a result, the New Work SE shares will no longer be tradable on the regulated market of the Frankfurt Stock Exchange effective as of the end of 26 August 2024. At the same time, the acceptance period of the public delisting tender offer of Burda Digital SE to the New Work SE shareholders published on 15 July 2024 will also end.

MorphoSys Completes Voluntary Delisting from the Frankfurt Stock Exchange and Nasdaq Global Market

Media Release

Planegg/Munich, Germany, August 5, 2024

MorphoSys AG today announced that it has completed the voluntary delisting of its shares from the Frankfurt Stock Exchange and its American Depositary Shares (“ADSs”) from the Nasdaq Global Market (“Nasdaq”). Effective at the end of the day on August 2, 2024, MorphoSys’ shares are no longer posted for trading on the Frankfurt Stock Exchange, and, effective prior to market open on August 5, 2024, MorphoSys’ ADSs are no longer traded on Nasdaq.

On June 20, 2024, MorphoSys announced that it had entered into a delisting agreement with Novartis BidCo AG and Novartis AG (hereinafter collectively referred to as “Novartis”) following the successful closing of the acquisition of MorphoSys by Novartis in May 2024. On July 4, 2024, Novartis launched a public delisting purchase offer for all outstanding MorphoSys no-par value bearer shares.

Novartis BidCo Germany AG (hereinafter also referred to as “Novartis”) also informed MorphoSys on June 20, 2024, of its intention to merge MorphoSys into Novartis by initiating a squeeze-out of MorphoSys’ remaining minority shareholders. At the MorphoSys Annual General Meeting on August 27, 2024, a resolution will be adopted on transferring MorphoSys’ minority shareholders’ shares to Novartis against a cash compensation of € 68.00 per share.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the Delisting Offer that involve substantial risks and uncertainties. (...)

EQS Group: General Meeting resolves upon squeeze-out

Munich - July 30, 2024

Following the closing of the public takeover offer by investment firm Thoma Bravo and the subsequent delisting, the Annual General Meeting of EQS Group today resolved upon the squeeze-out under stock corporation law. Concurrently, the Annual General Meeting also resolved upon the transfer of the EQS shares of the minority shareholders to Pineapple German Bidco GmbH, a holding company controlled by funds managed by Thoma Bravo. Pineapple German Bidco GmbH is the main shareholder of EQS Group with approx. 98% of the company's share capital.

The minority shareholders will receive a cash compensation of EUR 40.00 per EQS share. Trading of the EQS shares on the Frankfurt Stock Exchange was already terminated on May 6, 2024.

"We would like to thank our shareholders for their trust over the 18 years since our IPO. This period has been a success story for both sides. In the coming years, we will run EQS as a private company in order to take the next step in our growth strategy with Thoma Bravo as a strong partner," says Achim Weick, founder and CEO of EQS Group.

Changes to the Supervisory Board

At the Annual General Meeting, which was held virtually for the fifth consecutive year, a new five-member Supervisory Board was elected. The mandates of Supervisory Board Chairman Robert Wirth and of Stephan Ritter expired at the conclusion of the Annual General Meeting. With effect as of the conclusion of the Annual General Meeting, Catharina van Delden, Prof. Dr. Kerstin Lopatta, and Laurenz Nienaber, also stepped down from their positions as members of the Supervisory Board.

Robert Wirth, former Chairman of the Supervisory Board of EQS Group: "Many thanks to my colleagues on the Supervisory Board and to the Executive Board for the many years of cooperation, which was characterized by trust and friendly cooperation. We will always remain connected to EQS. I wish the new Supervisory Board members all the best in their new roles."

Five new Supervisory Board members were elected by the Annual General Meeting:

- Irina Hemmers, Partner at Thoma Bravo, who succeeds Robert Wirth as Chairwoman of the Supervisory Board.

- William Downing, Vice President at Thoma Bravo, who succeeds Laurenz Nienaber as Deputy Chairman of the Supervisory Board.

- In addition, David Tse, Vice President at Thoma Bravo, Eugene Austin, Operating Partner at Thoma Bravo and Anthony Palladino, Operating Partner at Thoma Bravo, were elected to the Supervisory Board.

"The previous Supervisory Board members have played an instrumental role in shaping our company's trajectory over the past years, providing invaluable guidance and support. We would like to express our sincere thanks to all departing members," says Achim Weick. "At the same time, we are very much looking forward to working with the new Supervisory Board members and forging an even closer partnership with Thoma Bravo. Their extensive industry expertise has already proven to be extremely valuable and will help us in achieving our strategic goals, expand our growth, and establish the leading compliance platform in Europe. We look forward to this new stage with great confidence."

CPI PROPERTY GROUP and IMMOFINANZ AG - Framework agreement to review further integration

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

Luxembourg, 23 July 2024

CPI PROPERTY GROUP announces the signing of a framework agreement between CPI PROPERTY GROUP and IMMOFINANZ AG, enabling the two groups to initiate a process to examine the feasibility, advantages and disadvantages of a potential business combination, cross-border merger or other form of integration or combination of assets, functions and key corporate entities of the two groups with the aim of optimising the group's capital structure to capture both operating and cost efficiencies for the benefit of all stakeholders.

Notifying Person:

David Greenbaum, d.greenbaum@cpipg.com

MorphoSys AG: Merger Squeeze-out Cash Compensation Determined at EUR 68.00

Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014

Planegg/Munich, Germany, July 12, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany AG submitted a specified request (konkretisiertes Verlangen) to the MorphoSys AG Management Board, pursuant to section 62 para. 1 and 5 first sentence of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG), to convene the MorphoSys AG’s Annual General Meeting to resolve on the transfer of shares held by MorphoSys AG’s minority shareholders to Novartis BidCo Germany AG against adequate cash compensation.

Novartis BidCo Germany AG currently holds approximately 91.04% and, after deduction of the number of treasury shares pursuant to section 62 para. 1 sentence 2 UmwG, approximately 91.17% of the MorphoSys AG share capital and is therefore the major shareholder of MorphoSys AG as defined by section 62 para. 5 UmwG. Novartis BidCo Germany AG has determined the amount of the cash compensation to be EUR 68.00 per MorphoSys AG share. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.

The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. At the MorphoSys AG Annual General Meeting, expected to take place on August 27, 2024, a resolution will be adopted on transferring MorphoSys AG minority shareholders' shares to Novartis BidCo Germany AG against a cash compensation of EUR 68.00 per share.

The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.

MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market

Media Release

Planegg/Munich, Germany, July 12, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that it has formally notified the Nasdaq Stock Market of its intention to voluntarily delist its American Depositary Shares (“ADSs”) from the Nasdaq Global Market and to deregister the ADSs under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).

MorphoSys currently anticipates that it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on or about July 25, 2024, with the delisting of the ADSs taking effect no earlier than ten days thereafter. As a result, MorphoSys expects that the last trading day on Nasdaq will be on or about August 2, 2024.

Following the delisting, any trading in MorphoSys’ ADSs would occur only in privately negotiated sales and potentially on an over-the-counter market if a broker makes a market in the ADSs. There is no guarantee, however, that a broker will make such a market or that trading of the ADSs will continue on an over-the-counter market or otherwise.

The Supervisory Board of MorphoSys authorized the delisting of the ADSs as required by the delisting agreement signed by MorphoSys, Novartis BidCo AG and Novartis AG (hereinafter collectively referred to as “Novartis”). On July 4, 2024, Novartis launched its public delisting purchase offer for all outstanding no-par value bearer shares of MorphoSys.

In addition, Novartis has informed MorphoSys of its intention to merge MorphoSys into Novartis (the “Merger Squeeze-out”). The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the Delisting Offer that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions.  (...)

Appraisal proceedings on the squeeze-out at AUDI AG: Munich Regional Court I raises cash compensation to EUR 1,754.71 (+ 13.1 %)

by Attorney-at-law Martin Arendts, M.B.L.-HSG 

In the appraisal proceedings regarding the squeeze-out at AUDI AG in favor of Volkswagen resolved in 2020, the Munich Regional Court I (Landgericht München I) raised the cash settlement to EUR 1,754.71 per AUDI share in its decision of June 28, 2024. Compared to the amount offered by Volkswagen of EUR 1,551.53 per share, this results in a subsequent improvement of EUR 203.18 plus interest. This corresponds to an increase of more than 13%.

An appeal against this first instance decision can still be lodged within one month of service. Appeals will be decided by the Bavarian Supreme Court (Bayerisches Oberstes Landesgericht).

Munich Regional Court I, decision of June 28, 2024, file-no. 5 HK O 15162/20
Moritz, P. et al. v Volkswagen AG
100 applicants
Joint representative: Attorney-at-law Daniela Bergdolt, Munich
representative of the respondent, Volkswagen AG:
law firm Linklaters, 40212 Düsseldorf

VIB Vermögen AG: Amount of cash compensation for merger squeeze-out at BBI Bürgerliches Brauhaus Immobilien Aktiengesellschaft set at EUR 14.96 per share

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

VIB Vermögen AG, Neuburg an der Donau, ISIN DE000A2YPDD0, („VIB“) today submitted a specified request to the Managing Board of BBI Bürgerliches Brauhaus Immobilien Aktiengesellschaft, Ingolstadt, ISIN DE0005280002, („BBI“) to convene the annual general meeting of BBI to resolve on the transfer of the shares held by all minority shareholders of BBI to VIB against payment of an appropriate cash compensation pursuant to Section 62 para. 1 and 5 UmwG in conjunction with Sections 327a et seqq. AktG (merger squeeze-out).

VIB currently holds around 94.88 % of the share capital of BBI and is therefore its majority shareholder within the meaning of Section 62 para. 5 UmwG. VIB has set the appropriate cash compensation at an amount of EUR 14.96 per share in BBI. The amount of the cash compensation was determined by VIB on the basis of a company valuation of BBI carried out by a neutral expert. The appropriateness of the cash compensation is currently still being reviewed by the court-selected and appointed auditor. However, the court-appointed auditor has already indicated that, from a current standpoint, it will confirm the appropriateness of the cash compensation determined.

The merger agreement between VIB as surviving company and BBI as transferring company is to be concluded and notarised shortly. The annual general meeting of BBI, which is to adopt a resolution on the transfer of the shares of the minority shareholders of BBI to VIB against payment of an appropriate cash compensation in the amount of EUR 14.96 per share (“Transfer Resolution”), is expected to take place on August 13, 2024. The annual general meeting of VIB, to which the merger agreement is to be submitted for approval („Merger Resolution“), is expected to take place on August 14, 2024.

The effectiveness of the merger squeeze-out is still subject to the approving Transfer Resolution by the annual general meeting of BBI, the approving Merger Resolution by the annual general meeting of VIB and the registration of the Transfer Resolution in the commercial register of BBI and the registration of the merger in the commercial registers of BBI and VIB.

The Managing Board of VIB Vermögen AG

Aareal Bank and Advent International to sell Aareon to TPG for approximately € 3.9 billion

Corporate News

- Transaction will establish Aareon as an independent company majority owned by TPG and CDPQ as minority co-investor

- Aareal Bank and Aareon to continue to cooperatively support their clients following the transaction

- Gain on sale to be booked in Aareal Bank Group with closing in H2 2024, most transaction-related costs with signing in Q2

Wiesbaden, 24 June 2024 – Aareal Bank and Advent International (“Advent”) today announced that they have entered into an agreement with TPG and CDPQ for them to acquire Aareon, a European provider of Software-as-a-Service (SaaS) solutions for the property industry. The financial terms of the sale are based on an enterprise value for Aareon of approximately € 3.9 billion, valuing Aareal Bank’s equity stake in Aareon at approximately € 2.1 billion. Closing is expected to take place in the second half of 2024, subject to customary closing conditions and approvals.

The transaction and partnership with TPG will provide Aareon access to additional, dedicated resources and expertise to drive innovation and further growth. TPG will invest in Aareon through TPG Capital, the firm’s U.S. and European private equity platform, in consortium with CDPQ, a global investment group, who will co-invest alongside TPG for a minority interest in Aareon. Advent will continue its involvement in Aareon with the investment of new equity for a minority interest in the standalone company.

With its Property Management System, Aareon promotes efficient and sustainable property management and maintenance. The company’s portfolio enables seamless, automated end-to-end processes connecting property managers and owners across the residential and commercial real estate sectors. The company is headquartered in Mainz, Germany.

Jochen Klösges, Chief Executive Officer of Aareal Bank and Chairman of the Supervisory Board of Aareon, said: “We are pleased to have found new owners for Aareon who, thanks to their financial strength and pronounced industry experience, are well positioned to propel Aareon into its next major step of evolution. Over the past few years, we successfully developed Aareon into a ‘Rule of 40’ company, that has demonstrated impressive organic and inorganic growth. We look forward to maintaining our successful collaboration through our joint venture, First Financial Software, which not only fortifies our long-term partnership with Aareon but also opens up further growth prospects for all parties involved.”

Flavio Porciani, Partner at TPG, said: “For many years, we have admired Aareon’s position as a leader in the European property management industry and are thrilled to partner with the Aareon team and our fellow investors to build on the successes of the business as a standalone company. The need for comprehensive property management solutions is growing amid a trend towards digitalisation of real estate workflows and an increasingly complex regulatory environment. Aareon’s platform is built to support this evolution, providing owners and managers an integrated, modern system that improves connectivity and streamlines business operations.”

Jeff Paduch, Managing Partner of Advent International and Supervisory Board Member of Aareon, commented: “We are proud to have supported the leadership team and employees of Aareon in their successful transformation, which is culminating in one of the largest software buyouts in Europe in 2024. The company is well positioned to continue to lead innovation for its customers in the European housing ecosystem and is on a path of sustainable growth with exciting opportunities ahead for all stakeholders.”

Harry Thomsen, Chief Executive Officer of Aareon, said: “This transaction marks a milestone in the development of Aareon. Thanks to the strong support of our owners Aareal Bank and Advent International, the company has made excellent progress in recent years. Now, we have reached a point where we can take the next step in our development. We are in an ideal position to capture further growth opportunities and welcome TPG and CDPQ as experienced and strong new partners.”

Following the transaction, Aareal Bank and Aareon will continue to seamlessly cooperate to support their clients through their joint venture First Financial Software. First Financial Software provides clients with specialist expertise around payment software solutions for the property sector and related industries.

Significant gain on sale after transaction related costs expected in 2024 

The sale of Aareon will lead to a significant gain on sale net of transaction-related costs in Aareal Bank Group of approximately € 2 billion. The gain will be booked upon closing, which is expected in the second half of 2024. Meanwhile, most transaction-related costs of around € 150 million will already have to be recognised in the second quarter, coinciding with the signing of the transaction. The gain on sale net of transaction-related costs had not been considered in Aareal Bank Group’s previous guidance for the 2024 financial year, which will be adjusted upwards. In addition, Aareon will be reported as a discontinued operation according to IFRS 5 starting in the second quarter until closing.

Aareal Bank’s banking business excluding Aareon is well on track to achieve its operating target of € 250 million to € 300 million for the 2024 financial year. The Bank alone generated around € 92 million of consolidated operating profit in Q1 2024 and accounted for an operating profit of € 221 million in 2023. The Group’s Common Equity Tier 1 ratio (Basel IV phase-in ratio) stood at 19.7 per cent at the end of the first quarter of 2024.

Arma Partners acted as lead financial advisor and Goldman Sachs acted as financial advisor to Advent International and Aareal. CMS served as legal counsel for Aareal while Weil, Gotshal & Manges LLP provided legal advice to Advent International. Morgan Stanley & Co. International Plc acted as financial advisor to TPG and CDPQ and Kirkland & Ellis LLP served as legal counsel.

MorphoSys and Novartis Sign Delisting Agreement and Intend to Implement a Merger Squeeze-out of MorphoSys’ Minority Shareholders

Media Release

Planegg/Munich, Germany, June 20, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that the company has entered into a delisting agreement with Novartis BidCo AG and Novartis AG following the successful closing of the acquisition of MorphoSys by Novartis in May 2024. Novartis BidCo Germany AG (together with Novartis BidCo AG and Novartis AG hereinafter collectively referred to as “Novartis”) also informed MorphoSys of their intention to merge MorphoSys into Novartis by initiating a squeeze-out of MorphoSys’ minority shareholders.

In April 2024, Novartis submitted a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares, offering MorphoSys shareholders € 68.00 per share in cash (the “Takeover Offer”). The acceptance period of the Takeover Offer and the statutory two-week additional acceptance period ended on May 13, 2024, and May 30, 2024, respectively. As of June 20, 2024, Novartis holds approximately 91.04% of the total MorphoSys share capital, including purchases by Novartis outside of the Takeover Offer. As a result, Novartis is the majority shareholder of MorphoSys, making MorphoSys a Novartis company.

MorphoSys and Novartis Sign Delisting Agreement

Following the settlement of the Takeover Offer, MorphoSys and Novartis today signed an agreement confirming that Novartis intends to launch a public delisting purchase offer (the “Delisting Offer”) for all outstanding MorphoSys no-par value bearer shares that are not presently held by Novartis. Novartis will offer MorphoSys shareholders € 68.00 per share in cash, corresponding to its preceding Takeover Offer.

The Delisting Offer document is expected to be published by Novartis in early July 2024 after the German Federal Financial Supervisory Authority (“BaFin”) has approved its publication, in accordance with the provisions of the German Securities Acquisition and Takeover Act. Once the Delisting Offer document is published by Novartis, a four-week (but not less than 20 U.S. business days) offer period for MorphoSys shareholders to tender their shares will commence.

Following publication of the Delisting Offer document, the MorphoSys Management Board and Supervisory Board will issue a joint reasoned statement in accordance with sec. 27 of the German Securities Acquisition and Takeover Act. Additionally, in accordance with U.S. securities laws, Novartis will file the Delisting Offer document and a Tender Offer Statement on Schedule TO, and MorphoSys will file the joint reasoned statement and a Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (the “SEC”).

Following BaFin approval, the Delisting Offer document and additional information relating to the Delisting Offer will be published by Novartis on this website: https://www.novartis.com/investors/morphosys-acquisition/delisting-pur .... The Tender Offer Statement on Schedule TO and the Solicitation/Recommendation Statement on Schedule 14D-9 will be made available on the SEC’s website at www.sec.gov and under the “SEC Filings” section of the MorphoSys website at www.morphosys.com/en/investors.

MorphoSys and Novartis Intend to Implement a Merger Squeeze-out of MorphoSys’ Minority Shareholders

Novartis also informed MorphoSys of their intention to merge MorphoSys into Novartis. In this context, Novartis has proposed entering negotiations with the MorphoSys Management Board regarding a merger agreement.

Given Novartis holds approximately 91.04% of the total MorphoSys share capital, Novartis is able to facilitate a squeeze-out of MorphoSys’ minority shareholders in connection with such a merger. Novartis will therefore seek the transfer of MorphoSys’ minority shareholders’ shares to Novartis against an adequate cash compensation (merger squeeze-out). The amount of the cash compensation has not yet been determined.

It is planned that the necessary shareholders’ resolution on the merger squeeze-out will be adopted at the MorphoSys Annual General Meeting expected to take place in August 2024. About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.