Statement on the Voluntary Public Takeover Offer for Nexus AG:
Best and Final Offer for Nexus Shares Expires in 5 Days

Reference is made to the offer document dated 18 November 2024 (the "Offer Document") published by Project Neptune Bidco GmbH (the "Bidder"), a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P. (together "TA") in connection with the voluntary public takeover offer for all shares in Nexus AG ("Nexus", ISIN: DE0005220909) at an offer price of EUR 70 per Nexus share in cash (the "Offer").

In connection with the Offer,

the Bidder hereby declares the Offer with an offer price of EUR 70 per Nexus share and a minimum acceptance threshold of 50% plus one Nexus share to be

the Bidder's best and final offer.

The Bidder will not increase the offer price above EUR 70 per share or cause such an increase through any other measures, nor will it lower or waive the minimum acceptance threshold below 50% plus one Nexus share.

The initial acceptance period for the Offer will expire on 17 December 2024 at 24:00 hours (Frankfurt am Main local time). The Offer will only be successful and Nexus shareholders will only benefit from a highly attractive premium of 44.2% to the closing price of Nexus shares on 4 November 2024 (the day before TA announced its intention to launch a public takeover offer for Nexus) if the minimum acceptance threshold of 50% plus one share is reached by this deadline. Otherwise, the Offer will fail without any further acceptance opportunity. As of 11 December 2024, the Offer was accepted for approximately 37.05% of all Nexus shares.

Nexus shareholders who wish to benefit from the attractive offer price and premium should accept the Offer prior to the end of the initial acceptance period by taking the following steps:

• submitting a declaration of acceptance for the Offer in text form or electronically vis-à-vis their own custodian investment service provider and
• instructing their custodian bank to effect the rebooking of the Nexus shares, which are held in their securities deposit account and for which they wish to accept the Offer, to ISIN DE000A40UT39 at Clearstream.

Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances.

The complete terms and conditions for the Offer are set out in the Offer Document which is available on the following website www.neptune-public-offer.com. Copies of the Offer Document can also be ordered free of charge at BNP Paribas S.A. Niederlassung Deutschland, Senckenberganlage 19, 60325 Frankfurt am Main, Germany, by fax to +49 69 1520 5277 or by email to frankfurt.gct.operations@bnpparibas.com.

A takeover offer hotline for shareholders is available Monday to Friday between 9:00 – 17:00 hours CET under +49 (0) 69 92014 9707 or via info@neptune-public-offer.com.

Munich, 12 December 2024

Project Neptune Bidco GmbH

###

 

About TA Associates

TA is a leading global private equity firm focused on scaling growth in profitable companies. Since 1968, TA has invested in more than 560 companies across its five target industries – technology, healthcare, financial services, consumer and business services. Leveraging its deep industry expertise and strategic resources, TA collaborates with management teams worldwide to help high-quality companies deliver lasting value. The firm has raised $65 billion in capital to date and has over 160 investment professionals across offices in Boston, Menlo Park, Austin, London, Mumbai and Hong Kong.

Further information on TA can be found at www.ta.com.

 

Media Relations Contact – TA Associates

FGS Global

Tanja Dorr

tanja.dorr@fgsglobal.com

+49 (0) 160 99 27 1975

 

 

Important Notice

 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Nexus AG. The terms of the takeover offer as well as other provisions relating to the takeover offer are set out in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Nexus AG are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information.

The takeover offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the takeover offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.