Silver Lake
Silver Lake announces delisting offer for Software AG at €32 per share; shareholders have 4 weeks to tender their shares before Software AG will be a private company

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Silver Lake announces delisting offer for Software AG at €32 per share; shareholders have 4 weeks to tender their shares before Software AG will be a private company

• Silver Lake currently owns 93.3% of Software AG shares
• Offer price of EUR 32.00 per share
• 4 week acceptance period for shareholders to tender their shares is expected to commence shortly once BaFin has approved the offer document
• Post delisting, Software AG shareholders will not be able to trade their Software AG shares on any regulated exchanges anymore

18 December 2023 – Silver Lake, the global leader in technology investing, together with Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake (“Silver Lake”), announced today its decision to launch a delisting offer for all outstanding shares of Software AG at a price of EUR 32.00 per share (“Delisting Offer”), following its initial tender offer that closed on 28 September 2023. Silver Lake currently owns 93.3% of Software AG shares.

Shareholders have 4 weeks to tender their shares during the acceptance period. The Delisting Offer is fully unconditional and will close after the acceptance period that is expected to commence shortly and once BaFin has approved the offer document. There will be no additional acceptance period. Post delisting, shareholders will not be able to trade their shares on any regulated exchanges anymore and not be provided with any financial reporting nor any protections under the listing or takeover law that shareholders currently receive.

Christian Lucas, Managing Partner at Silver Lake, said: “Our delisting offer is meant to grant all shareholders, who missed out on realizing the value of our takeover offer that closed earlier in the year, the opportunity to still sell their shares before Software AG continues its journey as a private company.”

The Delisting Offer will be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”). This offer document will be published following receipt of permission from BaFin, at which point the public acceptance period will commence. The offer document (in German and a non-binding English translation) and other information pertaining to the public delisting offer will be published on the following website: www.offer-2023.com.

About Silver Lake

Silver Lake is a global technology investment firm, with approximately $101 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate more than $266 billion of revenue annually and employ approximately 540,000 people globally.

Media Contact for Silver Lake

Jeffrey Vögeli, FGS Global

Email: jeffrey.voegeli@fgsglobal.com

Phone: +41 79 511 1763

Disclaimer and Forward-Looking Statement

This press release is neither an offer to purchase nor a solicitation of an offer to sell Software AG shares. The final terms of the Delisting Offer as well as other provisions relating to the Delisting Offer will be communicated in the offer document after the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Silver Lake reserves the right to deviate from the key items presented here in the final terms and conditions of the Delisting Offer to the extent legally permissible. Investors and holders of Software AG shares are strongly advised to read the offer document and all other documents relating to the Delisting Offer, as they contain important information. The offer document for the Delisting Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Delisting Offer will be published after approval by BaFin amongst other information on the internet at www.offer-2023.com.

The Delisting Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) and the German Stock Exchange Act (Börsengesetz – BörsG), and certain securities law provisions of the United States of America relating to cross-border takeover or delisting offers. The Delisting Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Delisting Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of Software AG shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no Delisting Offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable law.

Silver Lake reserves the right, to the extent permitted by law, to directly or indirectly acquire additional Software AG shares outside the Delisting Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG and the BörsG, and the Offer Price is increased in accordance with the WpÜG, to match any consideration paid outside of the Delisting Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of Software AG shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Delisting Offer will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to Silver Lake and Software AG included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Delisting Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that Software AG is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with Silver Lake as a result of the acceptance of the planned Delisting Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Delisting Offer under United States federal securities laws (or other laws they are acquainted with) since Silver Lake and Software AG are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Silver Lake and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and projections made by Silver Lake and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of Silver Lake or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond Silver Lake’s control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that Silver Lake and the persons acting in concert with it will in future change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.