SYNLAB AG
SYNLAB AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

Publication of material transactions with related parties pursuant to Section 111c (4) in conjunction with Section 111c (1) sentence 1 German Stock Corporation Act 
 

SYNLAB AG (“Company“) has renewed its long-term financing together with its main shareholder. The Company as borrower and Ephios Subco 3 S.à r.l., Luxembourg, (“Lender“), a wholly owned subsidiary of Ephios Luxembourg S.à r.l. (“Ephios Lux“), as lender, entered into a loan agreement in the amount of EUR 535 million (“Loan“) on 18 April 2024.

Ephios Lux holds a approx. 85% stake in the Company’s share capital and is therefore a related party pursuant to Section 111a German Stock Corporation Act. The Supervisory Board of the Company approved the conclusion of the loan agreement on 22 March 2024.

According to the loan agreement, the Lender provides the Company with an unsecured loan totaling EUR 535 million with a term of five years and an interest rate of 5.0% p.a. The loan is subject to a five years amortization schedule and interest are to be paid annually. According to current plans, the annual repayments can be made from free liquidity. Revaluation after repayment is excluded.

The Company will use the Loan to repay a bank loan (“Term Loan A”) of currently EUR 535 million in full ahead of schedule, with final maturity in May 2026. The variable interest rate of Term Loan A is currently higher than the interest rate of the newly concluded Loan. As a result of this refinancing, the Company expects to save interest for the period until May 2026, taking into account potential early repayment charges for Term Loan A. The Management Board and Supervisory Board believe that this and the longer term until 2029 will improve the Company’s financing profile.

The commercial provisions of the new loan agreement regarding interest rate and financial covenants are advantageous for the company compared to Term Loan A and compared to standard market conditions for bank financing. The loan agreement contains information obligations, general obligations and termination rights, which, in the Company’s view, stand up to third-party comparison in every case. The Company does not pay additional costs or commitment and arrangement fees for the loan to the Lender and its affiliated companies.

The Supervisory Board has considered the nominal amount of the Loan of EUR 535 million as the value of the transaction within the meaning of Section 111b (1) German Stock Corporation Act.

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