EQS-Adhoc: Nürnberger Beteiligungs-AG: NÜRNBERGER Beteiligungs-AG and Vienna Insurance Group AG sign merger agreement – VIG announces public acquisition offer

NÜRNBERGER Beteiligungs-AG (“NÜRNBERGER”) today signed a merger agreement with VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (“VIG”) after completing a comprehensive review of strategic options and negotiations with several interested parties.

In the strategic partnership agreement, VIG committed to making a voluntary public acquisition offer (“Offer”) to all NÜRNBERGER shareholders. The offer price will be 120 euros per NÜRNBERGER share. This corresponds to a premium of 173% compared to the undistorted volume-weighted three-month average price of the NÜRNBERGER share and of 154% compared to the undistorted XETRA closing price of the NÜRNBERGER share, in each case on May 13, 2025, the last trading day before the announcement of NÜRNBERGER’s examination of strategic options. VIG also informed NÜRNBERGER today that it has already concluded irrevocable tender agreements with, among others, several major shareholders regarding the submission of their NÜRNBERGER shares to the offer, which together make up around 64.4% of NÜRNBERGER’s share capital.

The parties intend, to the extent permitted by law and subject to the duties of care and loyalty of NÜRNBERGER’s management board, to delist the company’s shares from all trading venues promptly after completion of the transaction. In accordance with the current legal situation, a separate delisting offer is not necessary due to the listing of the NÜRNBERGER shares on the unregulated market. The conclusion of a control and profit transfer agreement is excluded for a period of at least three years after signing the strategic partnership agreement. VIG has also guaranteed, among other things, the preservation of the Nuremberg location and the brand and stated that it will enable significant additional investments.

The Executive Board and Supervisory Board of NÜRNBERGER welcome the announcement of the offer and intend to submit a reasoned statement on the offer. Subject to the examination of the offer document, they intend to recommend acceptance of the offer to the shareholders in the context of the reasoned statement and the members of the board of directors then intend to deliver the shares they hold in NÜRNBERGER into the offer. The offering will be subject to customary offering conditions including regulatory clearances.
Contact:
NÜRNBERGER Beteiligungs-AG
Thomas Schülke
Investor relations
Ostendstrasse 100
90334 Nuremberg
0911 531-1425
[email protected]