Notification of intention to conclude a domination and profit and loss transfer agreement with SNP Schneider-Neureither & Partner SE
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EQS-News: Succession German Bidco GmbH
/ Key word(s): Letter of Intent
News Release Succession German Bidco GmbH: Notification of intention to conclude a domination and profit and loss transfer agreement with SNP Schneider-Neureither & Partner SE Munich, 22 January 2025. –Succession German Bidco GmbH (the "Bidder"), a holding company controlled by investment funds managed and/or advised by Carlyle (NASDAQ: CG), on 23 December 2024 published its decision, pursuant to Sec. 10 para. 1 of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) (the “Announcement”), to launch a voluntary public takeover offer to the shareholders of SNP Schneider-Neureither & Partner SE (the "Company") for the acquisition of all no-par value bearer shares of the Company (the "SNP Shares"), which are not directly held by the Bidder, against a cash consideration of EUR 61.00 per SNP Share (the "Offer"). The Offer will be subject to antitrust and foreign investment control clearances. The Bidder stated in the Announcement that it has on 23 December 2024 also entered into a share purchase agreement with the majority shareholder of the Company, Wolfgang Marguerre, pursuant to which Mr. Marguerre has committed to sell and transfer all of the SNP Shares held by him to the Bidder for a purchase price per SNP Share equal to the Offer Price. The share purchase agreement is subject to the same antitrust and foreign investment control clearances as the Offer will be. Additionally, the Bidder stated in the Announcement that the Bidder has entered into irrevocable undertakings with certain other shareholders of the Company on 23 December 2024, pursuant to which these shareholders have committed to accept the Offer for all of the SNP Shares held by them. Overall, such SPA and the irrevocable undertakings relate to an aggregate 76.25% of the Company's share capital and 77.33 % of the voting rights (taking into consideration treasury shares held by SNP). Therefore, the Bidder is certain in its assumption that, following the closing of the Offer, it will have the required voting power to resolve upon the approval of a domination and profit and loss transfer agreement in a general meeting of the Company, which shall take place within six months. Against this background, the Bidder hereby announces its intention to conclude a domination and profit and loss transfer agreement within the meaning of Sec. 291 para. 1 of the German Stock Corporation Act (Aktiengesetz - AktG) between the Company as dominated entity and the Bidder as dominating entity and to approve the conclusion of such domination and profit and loss transfer agreement in a general meeting of the Company. Today, the Bidder informed the Company of such intention and asked the Company to enter into negotiations on the conclusion of such domination and profit and loss transfer agreement and to take related preparatory measures already now. Munich, 22 January 2025 Succession German Bidco GmbH
22.01.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. |
| Language: | English |
| Company: | Succession German Bidco GmbH |
| Promenadeplatz 8 | |
| 80333 München | |
| Germany | |
| EQS News ID: | 2072699 |
| End of News | EQS News Service |
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2072699 22.01.2025 CET/CEST
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