EQS-News: Management Board and Supervisory Board of EQS Group AG recommend accepting the public takeover offer by Thoma Bravo

Management Board and Supervisory Board of EQS Group AG recommend accepting the public takeover offer by Thoma Bravo

• The management board and the supervisory board of EQS publish their joint reasoned statement to the public takeover offer by Thoma Bravo
• Offer price of EUR 40.00 per EQS share represents an attractive premium of 61% to the three-month volume-weighted average share price prior to and including November 15, 2023
• The management board and the supervisory board of EQS recommend EQS shareholders to accept the offer
• The management board and the supervisory board welcome the Bidder's intentions, in particular to create a long-term strategic partnership
• Acceptance period runs until January 12, 2024

Munich, Germany – December 13, 2023 - The management board and the supervisory board of EQS Group AG ("EQS") have today issued their joint reasoned statement on the public takeover offer of Pineapple German Bidco GmbH (the "Bidder") to all EQS shareholders for their EQS shares (the "Offer"). The Bidder is an entity controlled by funds managed and/or advised by Thoma Bravo, L.P. (collectively, "Thoma Bravo"). After careful and thorough review of the offer document published by the Bidder on December 4, 2023, the management board and the supervisory board of EQS recommend that the shareholders of EQS accept the Offer.

The Management board and the supervisory board of EQS are of the opinion that the Offer is in the interest of EQS, its shareholders and its employees. The boards therefore welcome and support the Offer. In the opinion of the management board and the supervisory board of EQS the offer price of EUR 40.00 per EQS Share is fair from a financial point of view and corresponds to an attractive premium of 61% to the volume-weighted average share price of the EQS share of the last three months prior to and including November 15, 2023. Furthermore, the management board and the supervisory board of EQS welcome the Bidder's intention, as set out in the offer document, to create a long-term strategic partnership to support EQS' current business strategy by expanding its position as a leading international cloud-based RegTech software provider in the areas of investor relations, compliance and sustainability.

Achim Weick, the CEO and founder of EQS, has already tendered a portion of his EQS shares into the offer. He will also re-invest another part of his EQS shares into the new holding structure alongside Thoma Bravo. The other members of the management board and the members of the supervisory board of EQS consider the offer price fair and intend to accept the Offer for all EQS shares held by them.

The joint reasoned statement by the management board and the supervisory board of EQS essentially corresponds to the form provided for in Section 27 of the German Securities Acquisition and Takeover Akt (Wertpapiererwerbs- und Übernahmegesetz – WpÜG). There is no statutory obligation for the management board and the supervisory board of EQS to issue a reasoned statement since the EQS shares are not admitted to trading on a regulated market and, accordingly, the WpÜG does not apply to the Offer. The joint reasoned statement is published in English on the EQS website at https://eqs.com under "About EQS Group", "Investors" and is also provided in a non-binding German translation. Only the English version is binding.

The acceptance period of the Offer commenced with the publication of the offer document on December 4, 2023, and will end on January 12, 2024, at 24:00 hours (CET). All relevant details regarding the terms and conditions, including regarding the acceptance of the Offer are set out in the offer document, which is available on the Bidder's website: https://www.cloud-solutions-offer.com. To tender their shares into the Offer, shareholders should contact their custodian bank directly.

Important note

Only the reasoned opinion of the management board and supervisory board of EQS is decisive. The information in this press release does not constitute explanations or additions to the statements in the reasoned statement.