SNP Schneider-Neureither & Partner SE; Bidder: Succession German Bidco GmbH

Announcement of the decision to make a
voluntary public takeover offer
pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz)
 

Bidder:

Succession German Bidco GmbH
c/o Carlyle Beratungs GmbH

Promenadeplatz 8

80333 Munich

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany, under HRB 294659

Target:

SNP Schneider-Neureither & Partner SE

Speyerer Straße 4

69115 Heidelberg
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Mannheim, Germany, under HRB 729172

WKN 720370 / ISIN DE0007203705

On 23 December 2024, Succession German Bidco GmbH (the "Bidder"), a holding company controlled by investment funds managed and/or advised by Carlyle, decided to make a voluntary public takeover offer to the shareholders of SNP Schneider-Neureither & Partner SE (the "Company") for the acquisition of all no‑par value bearer shares in the Company (ISIN DE0007203705) (the "SNP Shares"), each such share representing a proportionate amount of EUR 1.00 in the share capital of the Company, which are not directly held by the Bidder (the "Offer") against payment of a cash offer price of EUR 61.00 per SNP Share (the "Offer Price"). The Offer will be subject to antitrust and foreign investment control clearances.

The Bidder and the Company have entered into an Investment Agreement regarding the principal terms and conditions of the Offer, as well as the mutual intentions and understandings relating thereto.

The Bidder has today entered into a share purchase agreement with the majority shareholder of the Company, Wolfgang Marguerre, pursuant to which Mr. Marguerre has committed to sell and transfer all of the SNP Shares held by him to the Bidder for a purchase price per SNP Share equal to the Offer Price. Such share purchase agreement relates to a total of 4,814,674 SNP Shares, representing approximately 65.19% of the share capital of the Company. The share purchase agreement is subject to the same antitrust and foreign investment control clearances as the Offer will be.

Additionally, the Bidder has entered into irrevocable undertakings with certain other shareholders of the Company today, pursuant to which these shareholders have committed to accept the Offer for all of the SNP Shares held by them. Such additional irrevocable undertakings relate to a total of 817,155 SNP Shares, representing approximately 11.06% of the share capital of the Company.

The SPA and the irrevocable undertakings together thus relate to a total of 5,631,829 SNP Shares, representing approximately 76.25% of the share capital of the Company. The SPA and the irrevocable undertakings constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.succession‑offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell SNP Shares. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in detail in the offer document after the German Federal Financial Supervisory Authority has permitted the publication of the offer document for the Offer. Investors and holders of SNP Shares are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be subject to the terms and conditions contained in the offer document and will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Munich, 23 December 2024

Succession German Bidco GmbH