029 Group SE

M&A Activity • Sep 6, 2016

News Details

Takeover Bids | 6 September 2016 08:00

Takeover Offer;

Target company: SLM Solutions Group AG; Bidder: GE Germany Holdings AG

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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Announcement of the decision to make a voluntary public takeover offer

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

in conjunction with sections 29 para. 1, 34 of the German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

GE Germany Holdings AG

Bleichstraße 64-66

60313 Frankfurt am Main

Germany

registered with the commercial register of the local court (Amtsgericht) of

Frankfurt am Main under HRB 101370

Target:

SLM Solutions Group AG

Roggenhorster Straße 9c

23556 Lübeck

Germany

registered with the commercial register of the local court (Amtsgericht) of

Lübeck HRB 13827 HL

ISIN: DE 000A111338

WKN: A 11133

GE Germany Holdings AG (‘BidCo’), an indirectly wholly-owned subsidiary of

General Electric Company, has decided today to make a voluntary public

takeover offer to the shareholders of SLM Solutions Group AG (the ‘Offer’)

for the purchase of their non-par-value bearer shares (auf den Inhaber

lautende Stückaktien) in SLM Solutions Group AG (the ‘SLM Shares’) at a

price of EUR 38.00 per share.

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

containing the detailed terms and conditions of, and other information

relating to, the Offer will be published on the internet at

http://www.laser-angebot.de.

The offer document will also be published by way of a notice of

availability in the Federal Gazette (Bundesanzeiger).

BidCo has entered today into a Business Combination Agreement with SLM

Solutions Group AG and into Share Purchase and Transfer Agreements with

anchor shareholders to acquire, subject to antitrust clearance and other

customary completion conditions, about 31,5 % of the SLM Shares.

Important Notice

The terms and conditions of the Offer will be published in the offer

document only after the permission by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin) has been obtained. Investors and holders of shares in SLM Solutions

Group AG are strongly advised to read the relevant documents regarding the

Offer published by BidCo when they become available because they will

contain important information. Investors and shareholders of SLM Solutions

Group AG will be able to receive these documents, when they become

available, at the website http://www.laser-angebot.de. Upon publication,

the offer document will also be available free of charge at a specified

location and will be mailed to investors and shareholders of SLM Solutions

Group AG free of charge upon request.

This announcement is for information purposes only and does not constitute

an invitation to make an offer to sell SLM Shares. This announcement does

not constitute an offer to purchase SLM Shares and is not for the purposes

of BidCo making any representations or entering into any other binding

legal commitments.

An offer to purchase shares in SLM Solutions Group AG will be solely made

by the offer document which is to be published by BidCo in due course and

is exclusively subject to its terms and conditions. The terms and

conditions contained in the offer document may differ from the general

information described in this announcement.

Shareholders of SLM Solutions Group AG are strongly recommended to seek

independent advice, where appropriate, in order to reach an informed

decision in respect of the content of the offer document and with regard to

the takeover offer for SLM Solutions Group AG.

The Offer will be issued exclusively under the laws of the Federal Republic

of Germany, especially under the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz, (‘WpÜG’) and the Regulation on

the Content of the Offer Document, Consideration for Takeover Offers and

Mandatory Offers and the Release from the Obligation to Publish and Issue

an Offer (‘WpÜG Offer Regulation’) and certain applicable provisions of

U.S. securities law. The Offer will not be executed according to the

provisions of jurisdictions (including, without limitation, the

jurisdictions of Australia, Canada, Hong Kong, Japan, New Zealand and South

Africa) other than those of the Federal Republic of Germany and certain

applicable provisions of U.S. securities law. Thus, no other announcements,

registrations, admissions or approvals of the Offer outside the Federal

Republic of Germany have been filed, arranged for or granted. The

shareholders of SLM Solutions Group AG cannot rely on having recourse to

provisions for the protection of investors in any jurisdiction other than

such provisions of the Federal Republic of Germany. Any contract that is

concluded on the basis of the Offer will be exclusively governed by the

laws of the Federal Republic of Germany and is to be interpreted in

accordance with such laws.

BidCo has not approved the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by third parties outside the Federal Republic of Germany. Neither

BidCo nor persons acting in concert with BidCo within the meaning of

Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible

for the compliance of the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by a third party outside of the Federal Republic of Germany to

any jurisdiction with legal provisions other than those of the Federal

Republic of Germany.

The release, publication or distribution of this announcement in certain

jurisdictions other than the Federal Republic of Germany may be restricted

by law. Persons who are not resident in the Federal Republic of Germany or

who are subject to other jurisdictions should inform themselves of, and

observe, any applicable requirements.

If you are a resident of the United States or elsewhere outside of Germany,

please read the following:

In accordance with the intended Offer, BidCo, certain affiliated companies

and the nominees or brokers (acting as agents) may make certain purchases

of, or arrangements to purchase, shares in SLM Solutions Group AG outside

the Offer during the period in which the Offer remains open for acceptance.

If such purchases or arrangements to purchase are made, they will comply

with applicable law, including the Exchange Act.

Frankfurt am Main, 6. September 2016

GE Germany Holdings AG

The Executive Board

End of WpÜG announcement

The 06.09.2016DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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