SNP enters into investment agreement with Carlyle to support its long-term growth strategy

• Carlyle announces voluntary public cash takeover offer for SNP
• Carlyle signs share purchase agreement with SNP anchor shareholder Wolfgang Marguerre for 65.19 % of SNP shares and secures irrevocable undertakings from additional shareholders, representing in aggregate 11.06 % of the total share capital of SNP
• Shareholders will receive an offer price of EUR 61.00 per SNP share, representing a premium of 13.4 % to the closing price of SNP shares on December 20, 2024 as well as a premium of 17.2 % to the three-month volume weighted average share price
• SNP's Supervisory Board and Management Board consider the transaction in the best interests of the company, its shareholders, employees, customers, partners and other stakeholders

Munich and Heidelberg, December 23, 2024. – SNP Schneider-Neureither & Partner SE ("SNP" or the "Company"), and Succession German Bidco GmbH (the "Bidder"), a holding company advised by global investment firm Carlyle (NASDAQ: CG), today announced the signing of an investment agreement to create a strategic partnership to support SNP's long-term growth. This strategic partnership sees Carlyle launch a voluntary public cash takeover offer (the "Offer") for all outstanding shares of SNP.

SNP is a leading global provider of software and consulting services for digital transformation, automated data migration and data management with a focus on the SAP ecosystem. The business works with more than 3,000 global customers of all sizes and in all industries, including 20 of the DAX 40 and over 100 of the Fortune 500. SNP partners with 17 out of the Top 20 SAP System Integrators to enable SAP transformations and business agility.

Carlyle will offer shareholders of SNP a cash consideration of EUR 61.00 per share. The offer price represents an attractive premium of 13.4 % to the XETRA closing share price of SNP on December 20, 2024, the last trading day prior to the announcement of the intention to launch the Offer, and a premium of 17.2 % to the volume-weighted average share price during the three months prior to the announcement of the intention to launch the Offer.

Carlyle has secured SNP shareholders' support for the offer through a share purchase agreement with majority shareholder Wolfgang Marguerre for 65.19 % of SNP shares as well as irrevocable undertakings from shareholders representing 11.06 % of the total share capital of SNP. A combined 76.25 % of the total share capital of SNP have been secured by Carlyle already.

Completion of the Offer will be subject to customary antitrust and foreign investment control approvals.

Following completion of the Offer, Carlyle intends to delist the Company.

Management Board of SNP supports Carlyle's Offer

The Investment Agreement signed by SNP and Carlyle setting out the terms and conditions of the Offer, contains definitive agreements on strategy, employees, locations and management. In accordance with the Investment Agreement, the Bidder fully supports the Management Board's current growth strategy, including the retention of the existing leadership team and, in particular, the safeguarding of employee positions and current locations.

The Management Board of SNP intends, subject to review of the published offer document and its fiduciary duties, to support the Offer and believes that the transaction is in the best interest of the Company, its shareholders, employees, customers, partners and other stakeholders.

The CEO of SNP, Jens Amail, and the Chairman of the Supervisory Board, Karl Benedikt Biesinger, welcome and strongly support the Offer.

"We are extremely thankful to Mr. Marguerre and our Supervisory Board for their unwavering support and trust over the last couple of years. Building on the vision of our founder and the incredible team at SNP, we have evolved our strategy and made strong operational progress. After careful consideration of various strategic options and an analysis of the proposed partnership with Carlyle, the Supervisory Board and Management Board have concluded that Carlyle is the right partner for the Company going forward. Their commitment and approach will strengthen SNP and our value proposition for customers and partners, and drive sustainable growth for the Company and its employees," Amail said.

Wolfgang Marguerre decides to sell stake in support of Carlyle's vision for SNP

SNP's major shareholder Wolfgang Marguerre, the founder, CEO and Chairman of Octapharma, the largest privately owned and independent plasma fractionator in the world, has decided to sell his entire stake to Carlyle after thorough discussions with potential interested parties.

"After changes in its governance model and the excellent work of the management team led by CEO Jens Amail, SNP has never been in a better position. I believe that now is the right time for the company to enter its next chapter with Carlyle as the right partner to lead its future development and create sustainable value for all stakeholders," Marguerre said.

Carlyle supports SNP's future strategy

With USD 447 billion of assets under management as of September 30, 2024, Carlyle is one of the largest investment firms that operates globally, including significant investment activity in Germany where it has been active for over 25 years supporting the growth of domestic German companies.  

Michael Wand, Head of Europe Private Equity at Carlyle, said: "Carlyle is delighted that Wolfgang Marguerre and the management team of SNP have decided to select us as their partner of choice for the next phase of SNP's growth. Leveraging Carlyle's global platform and financial resources, we will actively support SNP's further internationalization and investments into SNP's next generation Kyano data migration, management and business agility platform. We are excited to partner with SNP's management team and its employees as part of the next phase of their growth journey. At the same time, we are presenting shareholders the unique opportunity to realize significant additional value now by accepting our attractive cash offer."

Kirkland & Ellis International LLP acts as legal advisor to Carlyle. ParkView Partners acts as sole financial advisor to Wolfgang Marguerre. Luther Rechtsanwaltsgesellschaft mbH acts as legal advisor to SNP Schneider-Neureither & Partner SE.

The Offer will be made on and subject to the terms and conditions set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Following such permission by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the acceptance period of the Offer will commence. The offer document (once available) and other information relating to the Offer will be published on the following website: www.succession-offer.com

About SNP

SNP (ticker: SHF.DE) is the global technology platform leader and trusted partner for companies seeking unparalleled data-enabled transformation capabilities and business agility. SNP’s Kyano platform integrates all necessary capabilities and partner offerings to provide a comprehensive software-based experience in data migration and management. Combined with the BLUEFIELD approach, Kyano sets a comprehensive industry standard for restructuring and modernizing SAP-centric IT landscapes faster and more securely while harnessing data-driven innovations.

SNP works with more than 3,000 customers of all sizes and in all industries, including 20 of the DAX 40 and over 100 of the Fortune 500. The SNP Group has more than 1,500 employees worldwide at over 35 locations in 20 countries. The company is headquartered in Heidelberg, Germany, and generated revenues of EUR 203.4 million in the 2023 fiscal year.

Further information is available at www.snpgroup.com

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across its business and conducts its operations through three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With USD 447 billion of assets under management as of September 30, 2024, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 2,300 people in 29 offices across four continents.

Further information is available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group.

Media Contact

SNP

Marcel Wiskow

Director lnvestor Relations

Tel.: +49 6221 6425-637

Email: marcel.wiskow@snpgroup.com

Carlyle

FTI Consulting

Steffi Susan Kim

Tel.: +49 171 5565 996

E-Mail: steffi.kim@fticonsulting.com

Lutz Golsch

Tel.: +49 173 6517 710

E-Mail: lutz.golsch@fticonsulting.com

Legal Disclaimer

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in SNP Schneider-Neureither & Partner SE. 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, BaFin) has permitted the publication of the offer document. Investors and shareholders of SNP Schneider-Neureither & Partner SE 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. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.