029 Group SE

M&A Activity • Feb 15, 2019

News Details

Takeover Bids | 15 February 2019 07:44

Takeover Offer;

Target company: Scout24 AG; Bidder: Pulver BidCo GmbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Publication of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1

and 3 in conjunction with Sections 29 para. 1 and 34 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz)

Bidder:

Pulver BidCo GmbH

c/o Latham & Watkins LLP

Maximilianstraße 13

80539 Munich

Germany

Registered with the commercial register of the local court of Munich under

HRB 245218

Target:

Scout24 AG

Bothestraße 11-15

81675 Munich

Germany

Registered with the commercial register of the local court of Munich under

HRB 220696

WKN A12DM8 / ISIN DE000A12DM80

On 15 February 2019, Pulver BidCo GmbH (the “Bidder”) decided to make a

voluntary public takeover offer to all shareholders of Scout24 AG (the

‘Company’) for the acquisition of all non-par value registered shares in

the Company (ISIN DE000A12DM80), each share representing a proportionate

amount of EUR 1.00 of the share capital of the Company (the ‘Scout24

Shares’) against payment of a cash consideration in the amount of EUR 46.00

per Scout24 Share (the ‘Takeover Offer’).

The Bidder today entered into an investment agreement with the Company,

which contains the principal terms and conditions of the Takeover Offer, as

well as the mutual intentions and under-standings relating thereto.

The offer document (in German and a non-binding English translation)

containing the detailed terms and conditions of the Takeover Offer, as well

as further information relating thereto, will be published by the Bidder

following permission by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) to do so on the internet

at the Bidder’s website http://www.scout24-offer.com.

The consummation of the Takeover Offer will be subject to certain

conditions, which will include reaching a minimum acceptance threshold of

50% plus one share of Scout24 Shares, granting of merger control clearance

and other customary conditions.

The Takeover Offer will be made on and subject to the terms and conditions

set out in the offer document, however, the Bidder reserves the right, to

the extent permissible by law, to deviate from the described parameters.

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares in the Company. The definite terms and conditions of

the Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document following permission by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistung-saufsicht) to publish the offer document. Investors

and holders of shares in the Company are strongly advised to read the offer

document and all other documents regarding the Takeover Of-fer when they

become available, as they will contain important information.

The Takeover Offer will be published exclusively under the laws of the

Federal Republic of Ger-many and certain applicable provisions of U.S.

takeover laws. Any contract concluded on the basis of the Takeover Offer

will be exclusively governed by the laws of the Federal Republic of Germany

and is to be interpreted in accordance with such laws.

Munich, 15 February 2019

Pulver BidCo GmbH

End of WpÜG announcement

The 15.02.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Zielgesellschaft: Regulierter Markt in Berlin, Frankfurt (Prime

Standard); Freiverkehr in Düsseldorf, Hamburg, Hannover, München,

Stuttgart, Tradegate Exchange;