KKR Increases Offer Price for Public Purchase Offer for DATAGROUP Shares conditional upon Final Acceptance Level, Best and Final Offer for DATAGROUP Shares Expires on 6 June 2025

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KKR Increases Offer Price for Public Purchase Offer for DATAGROUP Shares conditional upon Final Acceptance Level, Best and Final Offer for DATAGROUP Shares Expires on 6 June 2025

• If the acceptance rate reaches at least 80% of the outstanding DATAGROUP shares, the Offer price will increase to EUR 56.50 per share and to EUR 58.00 per share, if it reaches at least 90%
• If neither the 80% nor the 90% threshold is reached, the Offer price remains at EUR 54.00
• The Offer and all other terms and conditions contained therein otherwise remain unchanged
• The acceptance period runs until 6 June 2025, thereafter there will be no additional acceptance period as provided for in the WpÜG and the company will be delisted without a separate delisting offer
• BidCo explicitly rules out a further increase of the Offer price

1 June 2025 – Today, Dante Beteiligungen SE („BidCo“), 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”), has decided to increase the offer price of its public purchase offer („the Offer“) for the shares (ISIN: DE000A0JC8S7) of DATAGROUP SE („DATAGROUP”), conditional upon the success of the Offer.

DATAGROUP shareholders can continue to accept the Offer and tender their shares into the Offer. The Offer price will remain at a price of EUR 54.00 per DATAGROUP share in cash (which represents an attractive premium of c. 33% to the XETRA closing share price of 15 April 2025) until an acceptance threshold of at least 80 % is reached. If the total number of DATAGROUP shares acquired by BidCo and its affiliates through the Offer or otherwise amounts to at least 80% (but less than 90%) of the outstanding DATAGROUP shares at the end of the acceptance period, the Offer price will increase to EUR 56.50 per DATAGROUP share. If the total number of DATAGROUP shares acquired through the Offer or otherwise amounts to at least 90% of the outstanding DATAGROUP shares at the end of the acceptance period, the Offer price will increase to EUR 58.00 per DATAGROUP share. As of today, BidCo has secured c. 59.4% of the outstanding DATAGROUP shares. Beyond the conditional increase, BidCo explicitly rules out a further increase of the Offer price as this is BidCo's best and final Offer. All other terms and conditions of the Offer remain unchanged.

This amendment of the Offer also applies to shareholders who have already tendered their shares so they will also benefit from an increase of the offer price if the relevant acceptance thresholds are met. DATAGROUP Shareholders who have already accepted the Offer do not need to take any further action in this respect.

In their reasoned opinion statement published on 23 May 2025, the Management Board and Supervisory Board of DATAGROUP expressed their support of BidCo's Offer for DATAGROUP shares and recommended shareholders to accept the Offer. Today’s conditional increase of the Offer price further improves the attractiveness of the Offer.

The acceptance period of the Offer will end on 6 June 2025 at 24:00 hrs. (local time Frankfurt am Main). In contrast to offers subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”), there will be no additional acceptance period. BidCo and DATAGROUP have further agreed on a delisting which is expected to be executed immediately after the settlement of the offer. A separate delisting offer is not required. Hence, this amendment constitutes BidCo’s best and final Offer.

The Offer document and the Offer amendment (in German and a non-binding English translation) as well as further information on the Offer are available at www.dante-offer.com. Copies of these documents can also be obtained free of charge at Landesbank Baden-Württemberg (orders by email: kapitalmassnahmen@LBBW.de upon provision of a shipping or email address).

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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 subsidiaries 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.

About DATAGROUP

DATAGROUP is one of the leading German IT service providers. Some 3,700 employees at locations across Germany design, implement, and operate IT infrastructures and business applications. With its CORBOX product, DATAGROUP is a full-service provider, supporting global IT workplaces for medium and large enterprises as well as public authorities. DATAGROUP is growing organically and through acquisitions. The acquisition strategy is particularly noted for its optimal integration of new companies. DATAGROUP is actively participating in the consolidation process with its “buy and turn around” and its “buy and build” strategy.

www.datagroup.de

Media Contacts

KKR

DATAGROUP
Anke Banaschewski
Investor Relations & Corporate Communications
Email: anke.banaschewski@datagroup.de

 
Disclaimer and forward-looking statements

This document is neither an offer to purchase nor a solicitation of an offer to sell DATAGROUP Shares. The final terms of the Offer as well as other provisions relating to the Offer are communicated in the offer document (as may be amended from time to time). Investors and holders of DATAGROUP Shares are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information. The offer document for the Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Offer are published amongst other information on the internet at www.dante-offer.com.

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The DATAGROUP Shares may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this document, the offer document and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of DATAGROUP Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of DATAGROUP Shares made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of DATAGROUP Shares participating in the Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

The Offer will be implemented exclusively on the basis of the laws of the Federal Republic of Germany. Since the DATAGROUP shares are not listed for trading on an organized market, the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) does not apply to the Offer. The Offer is not and will not be subject to any review or registration process by any regulatory authority in or outside Germany and has not been authorized or recommended by any regulatory authority. The Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany. Accordingly, no notices, filings, approvals or authorizations for the Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany. Investors and holders of DATAGROUP Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany. Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no public purchase offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This document may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Offer would be prohibited by applicable law.

The financial information relating to DATAGROUP included elsewhere, including in the offer document, are be prepared in accordance with provisions applicable in the Federal Republic of Germany; therefore, it may not be comparable to financial information of companies from jurisdictions outside the Federal Republic of Germany.

The Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may, to the extent permitted under applicable law and regulation, from time to time during the period in which the Offer remains open for acceptance, directly or indirectly, acquire or arrange to acquire additional DATAGROUP Shares or any securities that are convertible into, exchangeable for or exercisable for such shares outside the Offer, provided that such acquisitions or arrangements to acquire are not made in the United States and will comply with the applicable German statutory provisions. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisers to the Bidder may engage in ordinary course trading activities in securities of DATAGROUP, which may include purchases or arrangements to purchase such securities.

Any contract entered into with the Bidder as a result of the acceptance of the Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from elsewhere outside of Germany to enforce certain rights and claims arising in connection with the Offer under laws they are acquainted with since the Bidder and DATAGROUP are located outside the jurisdiction where the shareholder resides, and their respective officers and directors reside outside the jurisdiction where the shareholder resides.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder to the best of its knowledge but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder will change its intentions and estimates stated in documents or notifications or in the offer document after publication of the documents, notifications or the offer document.