EQS-Ad-hoc: Vienna Insurance GROUP AG Wiener Versicherung Gruppe / Key word(s): Takeover offer
VIENNA INSURANCE GROUP AG: Public purchase offer to the shareholders of NÜRNBERGER Beteiligungs-AG at a price of EUR 120.00 per share and agreement on a business combination
10/16/2025 / 11:58 p.m. CET/CEST
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The issuer/publisher is responsible for the content of the message.
Vienna, October 16, 2025. The VIENNA INSURANCE GROUP AG Wiener Versicherung Group (VIG) decided on October 16, 2025 to give the shareholders of NÜRNBERGER Beteiligungs-AG (NUREMBERGER) to offer, by way of a voluntary public purchase offer, all registered shares of NÜRNBERGER with a pro rata amount in the share capital of NÜRNBERGER of EUR 3.50 per share (ISIN: DE0008435967 and DE000A30U911) (the NÜRNBERGER shares) against payment of a cash payment of EUR 120.00 per NÜRNBERGER share (this Acquisition offer).
In advance, shareholders of NÜRNBERGER, such as the major shareholders Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft, Versicherungskammer Bayern Versicherungsanstalt under public law, Daido Life Insurance Company and Swiss Reinsurance Company Ltd. As part of irrevocable tender agreements, it is obliged to deliver shares totaling around 64.4% of NÜRNBERGER’s share capital into the offer. The members of the Board of Directors of NÜRNBERGER have also confirmed that they will include all of the shares they hold in NÜRNBERGER in the offer.
VIG also signed a merger agreement with NÜRNBERGER on October 16, 2025 (business combination agreement) which contains the material terms and conditions of the acquisition offer, the planned future organizational and corporate governance structure and the business strategy pursued with the transaction.
The completion of the acquisition offer will be subject to certain customary market conditions. This includes, among other things, the granting of the necessary regulatory approvals and the achievement of a minimum acceptance rate of at least 50% of NÜRNBERGER’s share capital plus one NÜRNBERGER share (controlling majority).
The offer document for the acquisition offer with the detailed provisions of the acquisition offer and other notices and information relating to the acquisition offer are available on the Internet at https://group.vig/nuernberger-kaufsangebot be published.
End of insider information
Information and explanations from the issuer regarding this announcement:
Important information about the purchase offer:
This announcement is neither an offer to buy or sell nor a solicitation of an offer to buy or sell NÜRNBERGER shares. Furthermore, this announcement is not an offer to purchase or a solicitation to purchase VIG shares. The final terms and conditions of the acquisition offer and other information relating to the acquisition offer will only be communicated in the offer document. VIG reserves the right to deviate from the terms and conditions presented here and/or to provide additional conditions in the final terms and conditions of the acquisition offer. Investors and shareholders of NÜRNBERGER are strongly recommended to read the offer document and all other communications and documents related to the acquisition offer completely and carefully as soon as they have been announced, as they will contain important information.
Since the NÜRNBERGER shares are not available for trading on an organized market within the meaning of Section 1 Paragraph 1 of the Securities Acquisition and Takeover Act (the WpÜG) are permitted, the WpÜG and the regulation on the content of the offer document, the consideration for takeover offers and mandatory offers and the exemption from the obligation to publish and submit an offer do not apply to the acquisition offer. The Offer Document will not be reviewed or approved by any regulatory or supervisory authority in Germany, nor is there any provision for registration, approval or approval of the Offer Document in other jurisdictions.
The purchase offer is made in accordance with the law of the Federal Republic of Germany. Every contract that is concluded through acceptance of the purchase offer is subject to the law of the Federal Republic of Germany and must be interpreted in accordance with it.
VIENNA INSURANCE GROUP AG Vienna insurance group
board
10/16/2025 CET/CEST Announcement transmitted by EQS Group. www.eqs.com
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