EQS-AD-HOC: DataGroup SE / Slide (e): Company takeover
DataGroup includes an investor agreement and supports the public employment offer from KKR at a price of EUR 54.00 in cash per share

04/15/2025 / 23:54 CET / CEST
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Pliezhausen, April 15, 2025. DataGroup SE (“DataGroup” or “Society”, WKN A0JC8S) and Dante participations SE (currently operating as Blitz 25-345 SE) (“bidder”), a holding company, controlled by investment funds, vehicles and accounts that are advised and managed by Kohlberg Kravis Roberts & Co LP and their connected companies (together), “KKR”), have signed an investor agreement on the conditions and conditions of a strategic participation of the bidder in the DataGroup.

The bidder intends to submit a public employment offer to acquire all outstanding shares of the DataGroup at a price of EUR 54.00 in cash per share (“employment offer”). This corresponds to a premium of approx. 33 % on Xetra closing course of the DataGroup share on April 15, 2025. The board and the supervisory board of the DataGroup, which have agreed to conclude the investor agreement today, support the acquisition offer, which you see as fair and attractive, and intend to recommend the shareholders of the Datamroup the acceptance of the acquisition. The members of the Supervisory Board and the Board of Directors have assured that they can also enter all of the datamgroup shares they have held personally as part of the offer.

At the same time, when the investor agreement is completed, the Dante Lux Holdco S.à RL, a medium-sized parent company of the bidder, Dante Holdco SE (currently operating as Blitz 25-344 SE), the parent company of the bidder, the bidder, and Dantes founder Max H.-H. Schaber and his family holding company HHS Beteiligungsgesellschaft mbH (“HHS”), the majority shareholder of DataGroup, agreed a strategic partnership and completed an agreement on the basis of which HHS is indirectly transferred to the bidder’s share capital of Datamroup. This transmission takes place outside of the public acquisition offer on the basis of separate agreements and conditions and will lead to long -term joint control by KKR and HHS as an indirect 50:50 shareholders of the bidder after the acquisition of acquisition.

The bidder and DataGroup agreed on a delisting in the investor agreement, which is expected to be carried out immediately after the offer is processed. A separate delisting offer is not required. In the investor agreement between Dante and the bidder, the bidder undertook not to strive for or complete any control and profit transfer agreement (BGAV) with DataGroup for a period of two years. KKR fully finances the transaction with equity.

The handling of the acquisition will provide usual conditions, including regulatory approval. The offer will not be subject to a minimum wave of acceptance. The transaction is expected to be handled in the third quarter of 2025. Further details of the offer, including its conditions, are presented in the offer document, with the publication of which the acceptance period for the employment offer begins. Since the DataGroup shares are not approved for trading in an organized market, the securities acquisition and takeover law is not applied to the employment offer.

15.04.2025 CET/CEST The EQS Distribution Services include legal reporting requirements, corporate news/financial news and press releases.
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