Thoma Bravo secures approx. 98% of the share capital of EQS

Takeover offer successful: Thoma Bravo secures approx. 98% of the share capital of EQS

• Thoma Bravo has secured a 98% stake in EQS Group AG
• All offer conditions have been fulfilled
• Closing expected on 2 February 2024
• Termination of the inclusion of the EQS shares in the trading on the open market immediately after closing

MUNICH, Germany, and LONDON, United Kingdom – 17 January 2024 – The acceptance period for the public takeover offer (the “Offer”) by Pineapple German Bidco GmbH (“Bidco”), an entity con- trolled by funds managed and/or advised by Thoma Bravo, L.P. (collectively, “Thoma Bravo”) to the shareholders of EQS Group AG (“EQS”) has expired as of 12 January 2024 at 24:00 hrs (Frankfurt am Main local time). In connection with the Offer, Thoma Bravo has secured a total stake of approx. 98% of the share capital of EQS, which includes all tendered shares, shares acquired on the market as well as shares subject to the partial re-investment of Achim Weick, CEO and founder of EQS. In addition, Thoma Bravo will subscribe for a 10% capital increase of EQS at closing.
 

“We are excited to have reached the next milestone of our partnership with EQS and now look forward to officially joining hands with the company. The high acceptance rate is a tremendous success for our first acquisition in Germany,” said Irina Hemmers, Partner at Thoma Bravo. “Together with Achim Weick and the whole team at EQS, we aim to evolve their platform into a pan-European Compliance leader. To this end, we will work with EQS to continue on its path of addressing the megatrends of digitization, regulation, and sustainability with cutting-edge software solutions.”

“We are starting a new chapter in our corporate history. Over the past years, we have grown and established EQS as a RegTech leader – now, we are thrilled to see the next steps of our development. Thoma Bravo's proven expertise in software and passion for transformative technologies make them the ideal partner,” said Achim Weick. “With our focus on creating transparency and strengthening integrity, our software solutions enable our clients to earn and maintain the trust of all stakeholders on the capital markets – an invaluable corporate capital.”

Upon expiration of the acceptance period, all conditions of the Offer including regulatory clearances have been fulfilled. There will be no additional acceptance period. The Offer is expected to close on 2 February 2024. EQS and Thoma Bravo have agreed that the management board will arrange for the termination of the inclusion of the EQS shares in the trading on the open market (Freiverkehr) immediately thereafter. A separate delisting offer will not be required. The delisting is expected to become effective in Q2 2024.

EQS shareholders who have accepted the Offer by the end of the acceptance period are expected to receive payment of the Offer consideration through their custodian banks by 2 February 2024.

About Thoma Bravo

Thoma Bravo is one of the largest software investors in the world, with approximately US$134 billion in assets under management as of 30 September 2023. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo’s deep sector knowledge and strategic and operational expertise, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20 years, the firm has acquired or invested in more than 455 companies representing over US$255 billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, London, Miami, New York and San Francisco. For more information, visit Thoma Bravo's website at thomabravo.com.

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Legal Disclaimer

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in EQS or any other securities.

This publication may contain statements about Thoma Bravo, and/or EQS and/or either of its affiliates that are or may be "forward-looking statements", i.e., statements about processes that take place in the future, not in the past. Forward-looking statements include, without limitation, statements that typically contain words such as "seek", "estimate", "intend", "plan", "believe", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements are based on current expectations, assumptions, estimates and projections and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and many of which are outside the control of Thoma Bravo, EQS and/or any of its affiliates. Thoma Bravo and EQS caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance. Any forward-looking statement speaks only as at the date of this announcement. Except as required by applicable law, Thoma Bravo does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.