^NOT FOR DISTRIBUTION, PUBLICATION OR IN WHOLE OR PART
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR WITHIN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN OR OTHER COUNTRIES WHERE THE
DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL. THERE EXIST OTHERS
LIMITATIONS. PLEASE NOTE THE IMPORTANT NOTES AT THE END OF THIS
NOTICE.
THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER
SECURITIES IN ANY JURISDICTION.
CLIQ Digital AG: Update on current public
Partial Tender Offer – Support for Shareholders and Outlook from the Board of Directors
on the future shareholder structure of the company
· The acceptance period for the current public partial repurchase offer
EUR 3.85 per share ends on June 15, 2026, 24:00 (CEST)
· The company was owned by several shareholders via practical
Difficulties encountered when submitting their CLIQ shares about their
Custodian bank occurred
· The board of directors would work together with the supervisory board to delist the company
If Dylan Media BV considers CLIQ shares as a result of the
a qualified majority of at least 60% of the repurchase offer
hold the share capital of the company
Düsseldorf, June 9, 2026. The board of Cliq Digital AG (“CLIQ” or the
“Company”) (ISIN DE000A35JS40) provides this update in context
with the public partial repurchase offer announced on April 29, 2026 (the
“Tenderback Offer”).
Partial Tender Offer (Information for Shareholders for Submission)
In the past few days, several shareholders have taken over the company
practical difficulties associated with the submission
of their CLIQ shares occurred via their respective custodian bank. Before the
In light of the feedback received, the company points out that:
Shareholders who, as part of the filing, via their custodian bank
Difficulties arise, you are invited to CLIQ directly below
contact [email protected]. Society will, so far
legally and procedurally possible, provide support in order to achieve this
To facilitate participation in the repurchase offer.
Outlook on the company’s future shareholder structure
The repurchase offer was made at the request of the company’s shareholder
Dylan Media BV (“Dylan Media”). Dylan Media also has
requested that the board delist the CLIQ shares after completion
of the repurchase offer is examined. Depending on the outcome of the repurchase offer and
the resulting development of the company’s shareholder structure
the management board – together with the supervisory board – would delist CLIQ-
Consider shares from the regulated market if Dylan Media is one
qualified majority of at least 60% of the company’s share capital
acquired. A delisting would in particular mean that the CLIQ shares would not be sold
would be more tradable on the open market, which would increase the liquidity of the CLIQ shares
would be significantly reduced and that the associated costs
the company’s transparency and reporting obligations under capital market law
were eliminated. Shareholders who do not hold their CLIQ shares within the scope of the
Submit a repurchase offer, would continue to hold their shares, should
however, be aware of these possible consequences.
Further details of the repurchase offer are available on the website
of the company (https://cliqdigital.com/investors/) in the area?News &
Shareholder information” under the heading “Share buyback offer”
published offer document and the Federal Gazette
(https://www.bundesanzeiger.de).
IMPORTANT INSTRUCTIONS:
THIS NOTICE AND THE INFORMATION CONTAINED THEREIN ARE DISCLAIMER
DISTRIBUTION OR PUBLICATION IN OR INTO THE UNITED STATES
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, STATES
OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (?UNITED
STATES”), CANADA, AUSTRALIA, JAPAN AND OTHER COUNTRIES, IN
WHICH DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL. THE
DISTRIBUTION OF THIS NOTICE MAY BE SUBJECT TO LEGAL RESTRICTIONS IN SOME COUNTRIES
SUBJECT AND ANYONE IN POSSESSION OF THIS NOTICE OR ANYTHING RELATED HEREIN
YOU SHOULD INFORM YOURSELF ABOUT SUCH LIMITATIONS
AND COMPLY WITH THEM. FAILURE TO COMPLY WITH SUCH LIMITATIONS MAY
CONSTITUTE VIOLATION OF THE CAPITAL MARKET LAWS OF SUCH COUNTRIES.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
AN INVITATION TO SELL NOR AN OFFER TO BUY SECURITIES OF
CLIQ DIGITAL AG (“CLIQ”) SET FORTH THE FINAL TERMS AND CONDITIONS
PROVISIONS REGARDING THE PUBLIC SHARE REBACK OFFER WILL BE PROVIDED IN THE
OFFER DOCUMENT TO BE NOTIFIED. INVESTORS AND SECURITIES HOLDERS
THE CLIQ IS STRONGLY RECOMMENDED THAT THE OFFER DOCUMENT AND ANY OTHER INFORMATION
IN CONNECTION WITH THE PUBLIC SHARE REPURCHASE OFFER
TO READ ANNOUNCEMENTS AS SOON AS THEY HAVE BEEN MADE
IMPORTANT INFORMATION WILL BE INCLUDED.
THE OFFER IS EXCLUSIVELY BASED ON THE APPLICABLE PROVISIONS OF
GERMAN AND EUROPEAN LAW, IN PARTICULAR THE STOCK CORPORATION ACT,
CARRIED OUT. THE OFFER IS NOT INTENDED TO BE CONSIDERED BY THE LEGAL REQUIREMENTS OF OTHERS
JURISDICTIONS THAN THE FEDERAL REPUBLIC OF GERMANY.
ACCORDINGLY, NO ANNOUNCEMENTS, REGISTRATIONS, APPROVALS OR. HAVE BEEN MADE
APPROVAL FOR THE OFFER OUTSIDE THE FEDERAL REPUBLIC OF GERMANY
FILED, ORDERED OR GRANTED. INVESTORS AND SECURITIES HOLDERS
THE CLIQ CANNOT RELY ON INVESTOR PROTECTION REGULATIONS
PROTECTED IN ANY JURISDICTION OTHER THAN THE FEDERAL REPUBLIC OF GERMANY
TO BECOME. SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT
AND, IF APPLICABLE, TO BE ISSUED BY THE RESPECTIVE SUPERVISORY AUTHORITIES
EXCEPTIONS SHALL NOT CONSTITUTE AN OFFER TO PURCHASE, EITHER DIRECTLY OR DIRECTLY
IN THOSE JURISDICTIONS WHERE THIS IS A VIOLATION
WHICH WOULD CONSTITUTE APPLICABLE NATIONAL LAW.
TO THE EXTENT THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS,
THESE DO NOT REPRESENT FACTS AND ARE INDICATED BY THE WORDS?WILL”,?EXPECT”,
“BELIEVE”, “APPRISE”, “INTEND”, “ASPIRE”, “ASSUME” AND
SIMILAR TERMS CHARGED. THESE STATEMENTS BRING INTENTIONS, VIEWS
OR EXPRESS CLIQ’S CURRENT EXPECTATIONS AND ASSUMPTIONS. THE IN THE
FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANNINGS AND ESTIMATES
AND FORECASTS THAT CLIQ HAS MADE TO THE BEST OF KNOWLEDGE ARE NOT ACCURATE
STATEMENT ABOUT YOUR FUTURE CORRECTNESS. FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO RISKS AND UNCERTAINTY THAT ARE MOST DIFFICULT TO PREDICT
AND ARE NOT USUALLY UNDER CLIQ’S CONTROL. THESE EXPECTATIONS AND
FORWARD-LOOKING STATEMENTS MAY PROVE INCORRECT AND
ACTUAL DEVELOPMENTS MAY DIFFER SIGNIFICANTLY INTO THE FUTURE
STATEMENTS VARY. CLIQ ASSUMES NO OBLIGATIONS THAT ARRIVE IN THE FUTURE
STATEMENTS REGARDING ACTUAL DEVELOPMENTS OR EVENTS,
TO UPDATE CONDITIONS, ASSUMPTIONS OR OTHER FACTORS.
contact
CLIQ Digital AG
Grünstrasse 8
40212 Düsseldorf, Germany
°