Announcement of the decision to make a
voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot)
pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)

Bidder:

SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)

c/o SCUR24 Holding GmbH

Schwanthalerstraße 73
80336 Munich
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany, under registration number HRB 296422

 

Target:

Nexus AG

Irmastraße 1
78166 Donaueschingen
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i. Br., Germany, under HRB 602434

WKN 522 090 / ISIN DE0005220909

 

On 5 November 2024, SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) (the "Bidder"), a holding company controlled by investment funds managed and advised by affiliates of TA Associates Management, L.P., decided to make a public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of Nexus AG (the "Company") for the acquisition of all non‑par value bearer shares (nennwertlose Inhaberaktien) in the Company (ISIN DE0005220909) each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "Nexus Shares") against payment of a cash offer price of EUR 70.00 per Nexus Share (the "Offer"). The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all issued Nexus Shares and other customary conditions, in particular merger control and foreign investment control clearances.

On the date hereof, the Bidder entered into irrevocable undertakings with certain shareholders of the Company, pursuant to which these shareholders have committed to accept the Offer for all Nexus Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of 26.98% of all voting rights and 26.92 % of the share capital of the Company. The irrevocable undertakings constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.neptune-public-offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America.

Munich, 5 November 2024

SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH)