Public disclosure of inside information according to article 17 MAR
Darmstadt (pta024/20.02.2024/14:30 UTC+1)
Software AG (the "Company"; ISIN
All transparency obligations associated with a listing on the regulated market of the Frankfurt Stock Exchange, such as the ad hoc publication obligation and the obligation to prepare half-yearly financial reports and quarterly statements, will no longer apply after February 23, 2024.
On January 26, 2024, Mosel Bidco SE published a public Delisting Offer pursuant to Section 39 para. 2 sentence 3 no. 1 BörsG (German Stock Exchange Act) in conjunction with Section 14 para. 2 and 3 WpÜG (German Takeover Act) to acquire all shares in the Company not already directly held by Mosel Bidco SE for a price of EUR 32.00 per share. The acceptance period of the Delisting Offer commenced upon publication and will expire on February 23, 2024, 24:00 hours (Frankfurt am Main local time). At the time of publication of the Delisting Offer, Mosel Bidco SE stated that it held 93.33% of the Company's issued shares.
In addition, on January 19, 2024, Mosel Bidco SE submitted the formal request to the Management Board of the Company to proceed with transfer of shares held by minority shareholders of the Company in exchange for appropriate cash compensation in connection with a merger of the Company into Mosel Bidco SE by absorption (so-called merger squeeze-out) pursuant to Section 62 para. 1 and para. 5 sentence 1 UmwG (German Transformation Act) in conjunction with Section 327a et seq. of the AktG (German Stock Corporation Act), Art. 9 para. 1 c) of the SE Regulation, and, for this purpose, to have the general meeting of the Company resolve on the transfer of shares held by minority shareholders of the Company to Mosel Bidco SE within three months of the conclusion of the merger agreement.
Darmstadt, 20 February, 2024
Software AG
Management Board
Notifying person:
Robert Hildebrandt
Director, Investor Relations
E: robert.hildebrandt@softwareag.com
T: +49 6151 92-1040
(end)
Emitter: |
Software AG Uhlandstraße 12 64297 Darmstadt Germany |
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Contact Person: | Investor Relations | |
Phone: | +49 615192 1900 | |
E-Mail: | Investor.Relations@softwareag.com | |
Website: | www.softwareag.com | |
ISIN(s): |
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Stock Exchange(s): | Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Hamburg, Hannover, Munich, Stuttgart, Tradegate |
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