Disclosure of an inside information pursuant to Article 17 of the Regulation (EU) No 596/2014
Nexus AG: Nexus AG and TA enter into investment agreement. TA announces voluntary public takeover offer
Donaueschingen, 5 November 2024
On this day, SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) ("Neptune Bidco"), a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P (together with Neptune Bidco, "TA"), announced its intention to launch a voluntary public takeover offer to the shareholders of Nexus AG ("Nexus") (ISIN: DE0005220909 / WKN: 522 090) for the acquisition of all no-par value bearer shares against payment of a cash offer price of EUR 70.00 per share. The consideration of the announced takeover offer corresponds to a premium of 44.2 % on the closing price of the Nexus share on 4 November 2024, and a premium of 35.3 % on the volume-weighted average share price of the past three months in relation to 4 November 2024. This would correspond to an equity value of Nexus of EUR 1.21 billion.
Today, Nexus entered into an investment agreement with TA regarding the public takeover offer. In this investment agreement, the parties agreed on the main terms and conditions of the takeover offer and the main cornerstones of the transaction. The settlement of the takeover offer will be subject to certain conditions, including the satisfaction of a minimum acceptance threshold of 50% plus one share of all issued Nexus shares, the obtaining of merger control and foreign investment control clearances and other customary conditions. The final conditions will be announced in the offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
The objective of the takeover offer is to enter into a strategic partnership between TA and Nexus as well as the existing Management Board members and employees in order to promote the long-term growth of Nexus in a private setting. A domination and profit and loss transfer agreement is not required for TA to finance the takeover offer and to realize its strategic and commercial objectives. Accordingly, in the investment agreement, TA declared vis-à-vis Nexus that it does not intend enter into a domination and profit and loss transfer agreement for at least two years from the settlement of the takeover offer. The Management Board of Nexus has also generally agreed to support TA's intention to pursue a possible delisting of Nexus after the settlement of the takeover offer.
The Management Board and the Supervisory Board of Nexus welcome the takeover offer.
Subject to a careful review of the offer document, the Management Board and the Supervisory Board support the takeover offer and intend to recommend accepting it. In accordance with their statutory obligations, the Management Board and the Supervisory Board of Nexus will issue and publish a reasoned statement on the takeover offer after publication of the offer document by Neptune Bidco.
Version: 02197-007
