Delisting agreement and announcement of a delisting tender offer

Ad hoc news of New Work SE: Conclusion of a delisting agreement with Burda Digital SE and announcement of a delisting tender offer by Burda Digital SE in the amount of EUR 66.25 per New Work SE share

Hamburg, 3 June 2024 

Today, New Work SE (ISIN DE000NWRK013) has entered into a delisting agreement with its majority shareholder, Burda Digital SE, which holds approximately 74.22 % of the shares of New Work SE.

On the basis of this delisting agreement, an application for the revocation of the admission of New Work SE’s shares for trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (so-called delisting) is to be submitted by the Executive Board of New Work SE. In addition, New Work SE will take all reasonable measures to terminate the inclusion of New Work SE in the open market (Freiverkehr), insofar as this inclusion took place at the request of New Work SE.

Pursuant to the terms of the delisting agreement, Burda Digital SE will today announce its decision to make an unconditional public delisting tender offer to the shareholders of New Work SE in the form of a cash offer to acquire all shares in New Work SE not already directly held by Burda Digital SE against payment of a cash consideration of EUR 66.25 per New Work SE share. According to Burda Digital SE’s assessment and taking into consideration prior share purchases by Burda Media SE, this offer price meets the statutory minimum price for a delisting tender offer pursuant to section 39 of the German Stock Exchange Act (Börsengesetz). The final price will be published by Burda Digital SE in the public delisting tender offer (Angebotsunterlage) upon confirmation by the German Federal Financial Supervisory Authority (BaFin). The Executive Board and the Delisting Committee, formed by the Supervisory Board of New Work SE, will carefully review the offer document for the public delisting tender offer of Burda Digital SE and issue a joint reasoned statement in accordance with section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

The delisting agreement also contains undertakings by Burda Media SE to support expressly all of the material elements of New Work SE’s business strategy as published with the ad hoc notification dated 11 January 2024.

After the revocation of the stock exchange admission takes effect, the shares of New Work SE will no longer be admitted to trading and traded on a domestic regulated market or a comparable market abroad.