EQS-Adhoc: SNP: Conclusion of an Investment Agreement with Carlyle and Announcement of a Voluntary Public Takeover Offer and Subsequent Delisting

SNP: Conclusion of an Investment Agreement with Carlyle and Announcement of a Voluntary Public Takeover Offer and Subsequent Delisting

Heidelberg, Germany, December 23, 2024 – The Executive Board of SNP Schneider-Neureither & Partner SE (ISIN: DE DE0007203705, Prime Standard, Ticker Symbol: SHF) ("SNP" or the "Company") and Succession German Bidco GmbH ("Bidder"), a holding company controlled by investment funds advised and/or managed by Carlyle and its affiliates, have today concluded an investment agreement. The aim is to enter into a strategic partnership for the long-term growth of SNP. At the same time, the Bidder has announced its intention to make a voluntary public takeover offer to all outside shareholders of SNP at a price of EUR 61.00 per share in cash (the "Offer"). The offer price corresponds to a premium of 17.2 percent to the volume-weighted average share price during the three months prior to the announcement of the intention to launch the Offer.

The Bidder has also concluded a binding agreement today with the majority shareholder Wolfgang Marguerre for the acquisition of all his shares in the company, which represents 65.19 percent of the total share capital. In addition, the Bidder has concluded irrevocable undertakings with other shareholders for a total of 11.06 percent of the company's share capital.

The Executive Board and the Supervisory Board of SNP, which approved the conclusion of the investment agreement today, expressly support the offer announced by the Bidder after thorough examination of the offer conditions set out in the investment agreement. Subject to their review of the offer document to be approved by the Federal Financial Supervisory Authority and published by the Bidder and in compliance with all due diligence and fiduciary duties, the Executive Board and the Supervisory Board intend to support the offer in a joint reasoned statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act and recommend that SNP shareholders accept the offer. They currently assume that the offer is in the best interest of the company, its shareholders, employees, and other stakeholders.

According to the investment agreement, the Bidder fully supports the current growth strategy of the Executive Board, including the retention of the existing management team and, in particular, the safeguarding of employee jobs. The headquarters and corporate office of SNP in Heidelberg will also be retained.

After completion of the offer, the Bidder intends to delist SNP from the stock exchange or, if the required quorum is reached, to carry out a squeeze-out procedure. The Executive Board of SNP has fundamentally agreed in the investment agreement to support the Bidder's intention to pursue a possible delisting of SNP after completion.

The offer will be subject to customary antitrust and foreign investment control approvals.

The final terms of the offer will be set out in the offer document.

SNP contact
Marcel Wiskow
Director lnvestor Relations
Tel.: +49 6221 6425-637
Email: marcel.wiskow@snpgroup.com
presse@snpgroup.com

2056967  23-Dec-2024 CET/CEST