Investment by Thoma Bravo; Takeover offer for EQS of EUR 40.00 per EQS share

Investment by Thoma Bravo; Takeover offer for EQS of EUR 40.00 per EQS share; cash capital increase without subscription rights of 10% of the share capital

 

Munich, November 16, 2023. Today, SCUR-Alpha 1659 GmbH (in future Pineapple German Bidco GmbH) (“Bidder”) and EQS Group AG (“EQS”), amongst others, have entered into an investment agreement, based on their intention to create a strategic partnership designed to support and expand EQS’s position as international cloud-based RegTech software provider in the areas of investor relations, corporate compliance and sustainability.

 

Concurrently, the Bidder, an entity controlled by funds managed and/or advised by Thoma Bravo L.P., will launch a takeover offer to the shareholders of EQS (the “Takeover Offer”) for the acquisition of their no-par value registered shares (auf den Namen lautende Stückaktien) in EQS (ISIN DE0005494165) (“EQS Shares”) for a cash consideration of EUR 40.00 per EQS Share. Since the EQS Shares are not admitted to trading on an organized market within the meaning of Section 1 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), the Takeover Offer will not be subject to the German Securities Acquisition and Takeover Act.

 

The closing of the Takeover Offer is expected to be subject to customary offer conditions such as regulatory clearances.

 

Subject to the closing of the Takeover Offer, the Bidder will further subscribe for new EQS Shares in the amount of 10% of the current share capital of EQS at an issue price corresponding to the offer price of the Takeover Offer per EQS Share to be issued by way of a cash capital increase under partial utilization of authorized capital with the exclusion of shareholder subscription rights. The Management Board of EQS has adopted today, with the consent of the Supervisory Board, the relevant resolutions on the capital increase.

 

The Management Board and the Supervisory Board of EQS welcome and, subject to detailed review of the offer document, support the Takeover Offer.

 

Person making the notification: André Marques, Executive Board member (CFO)

 Contact:

André Marques

CFO

Tel.: +49 89-444430-033

Email.: andre.marques@eqs.com