Thoma Bravo
Acceptance Period of Thoma Bravo’s Public Takeover Offer Commences: EQS Shareholders can Tender their Shares from Today

Acceptance Period of Thoma Bravo’s Public Takeover Offer Commences:
EQS Shareholders can Tender their Shares from Today

• Offer document published today
• Acceptance period starts today and will run until 12 January 2024; no additional acceptance period
• Highly attractive cash offer of EUR 40.00 per EQS share, representing a premium of 53% to the closing price on 15 November 2023, and a premium of 61% to the three-month volume weighted average stock exchange price
• Thoma Bravo has already secured a stake of approx. 69% of the EQS share capital
• The management board and the supervisory board of EQS are fully supporting the offer

MUNICH, Germany – 4 December 2023 – Pineapple German Bidco GmbH, an entity controlled by funds managed and/or advised by Thoma Bravo, L.P. (collectively, “Thoma Bravo”) today published the offer document for its public takeover offer (the “Offer”) to the shareholders of EQS Group AG (“EQS”).

Starting today, EQS shareholders can tender their shares for an attractive cash consideration of EUR 40.00 per EQS share. The offer price represents a premium of 53% to the XETRA closing share price of EQS on 15 November 2023, the last trading day prior to the announcement to launch the Offer, and a premium of 61% to the three-month volume weighted average stock exchange price (XETRA) prior to and including 15 November 2023.

EQS shareholders who wish to accept the Offer should contact their custodian bank or any other securities services company where their EQS shares are being held. The acceptance period ends on 12 January 2024 at 24:00 hrs (Frankfurt am Main local time) or 18:00 hrs (New York local time), respectively. There will be no additional acceptance period.

The Offer is subject to customary offer conditions, including regulatory clearances. It does not include a minimum acceptance threshold. The transaction is expected to close by end of January or beginning of February 2024.

As of this date, Thoma Bravo already owns approx. 9% of the EQS shares. Together with the shares underlying the irrevocable undertakings and the partial re-investment of CEO and founder Achim Weick, Thoma Bravo has secured a stake of approx. 69% of the share capital of EQS.

EQS and Thoma Bravo have agreed that the management board will arrange for the termination of the inclusion of EQS shares in the trading on the open market (Freiverkehr) immediately after completion of the Offer. Such termination may lead to a decrease in the liquidity and to heavier price fluctuations of the EQS shares. A separate delisting offer will not be required.

Both the management board and supervisory board of EQS welcome and support the Offer and intend to recommend all EQS shareholders to accept the Offer. In addition to the tender commitment and partial re-investment of Achim Weick, the remaining members of the management board and the supervisory board have also confirmed that they will tender any EQS shares held by them into the Offer.

The Offer is made on and subject to the terms and conditions set out in the offer document. The offer document (in German and English language) and other information in relation to the Offer are available on the following website: www.cloud-solutions-offer.com.

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About Thoma Bravo

Thoma Bravo is one of the largest software investors in the world, with more than US$133 billion in assets under management as of September 30, 2023. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo’s deep sector expertise and strategic and operational capabilities, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20 years, the firm has acquired or invested in more than 455 companies representing over US$255 billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, London, Miami, New York and San Francisco. For more information, visit Thoma Bravo’s website at thomabravo.com.

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Legal Disclaimer

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in EQS or any other securities. The Offer itself as well as its definite terms and conditions and further provisions concerning the Offer have been published in the offer document. Investors and shareholders of EQS are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer, as they contain important information.

This publication may contain statements about Thoma Bravo, and/or EQS and/or either of its affiliates that are or may be “forward-looking statements”, i.e., statements about processes that take place in the future, not in the past. Forward-looking statements include, without limitation, statements that typically contain words such as “seek”, “estimate”, “intend”, “plan”, “believe”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements are based on current expectations, assumptions, estimates and projections and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and many of which are outside the control of Thoma Bravo, EQS and/or any of its affiliates. Thoma Bravo and EQS caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance. Any forward-looking statement speaks only as at the date of this announcement. Except as required by applicable law, Thoma Bravo does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Since the EQS shares are not admitted to trading on an organized market within the meaning of Section 1 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”), the Offer is not subject to the WpÜG. The offer document has not been reviewed by any regulatory authority in Germany and no registrations, admissions or approvals of the offer document are contemplated in any other jurisdiction.

The Offer has been published and made under 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 governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.