EQS-Adhoc: ad pepper media International N.V. acquires 25.64 percent of solute Holding GmbH & Co. KG and aims for majority shareholding

Nuremberg, Amsterdam, 02.10.2023

ad pepper media International N.V. (ISIN: NL0000238145), Nuremberg, Amsterdam, ("ad pepper") and seven shareholders of solute Holding GmbH & Co. KG ("solute"), Hannover, today signed a purchase agreement for 25.64 percent of the shares in solute. As consideration, 1,693,244 new shares in ad pepper will be issued without subscription rights of the current shareholders against contribution in kind. The envisaged transaction, which had already been communicated in an ad-hoc release on 04.07.2023, has thus been successfully completed, subject to the usual closing conditions.

In addition, the management board of ad pepper intends to enter into open-ended discussions with a total of four further shareholders of solute, who represent a total of 39.07 percent in the target company and have signalled their willingness in principle to sell to ad pepper, among them Deutsche Tele Medien GmbH (“DTM”), Frankfurt, having an interest of 29.63 percent in solute. The talks are to be commenced in the coming weeks with the aim of achieving a majority shareholding and full consolidation of solute in ad pepper's consolidated financial statements. Moreover, the potential majority shareholding and full consolidation is still subject to the approval of ad pepper's supervisory board as well as board approval of solute.

The purchase by ad pepper of 25.64 percent of the shares in solute as well as the envisaged purchase by ad pepper of the additional interest in solute held by DTM are regarded as a so-called related party transaction according to Dutch corporate law. Michael Oschmann, the chairman of the supervisory board of ad pepper, holds (i) an indirect interest of 46.71 percent in the share capital of ad pepper; and (ii) participating interests in excess of 20 percent in each of the selling entities as regards to the 25.64 percent of the shares in solute, and (iii) is - with 47.25 percent via a number of participations - also the largest shareholder of DTM. Therefore, Michael Oschmann did not and will not participate in the decision-making in the supervisory board of ad pepper concerning the acquisition by ad pepper of the interest in solute.

ad pepper and solute operate complementary business models with adjacent technical capabilities, customer relationships and geographic footprints. The objective of the transaction is to create a dynamic, innovative and well-capitalized listed market leader in performance marketing and digital marketplaces (price comparison).

Contact:
Dr Jens Körner (CEO)
ad pepper media International N.V.
+49 (0) 911 929057-0
ir@adpepper.com

1739139  02-Oct-2023 CET/CEST