EQS-WpÜG: Mosel Bidco SE / Tender Offer
Tender Offer / Target company: Software Aktiengesellschaft; Bidder: Mosel
Bidco SE

18.12.2023 / 08:02 CET/CEST
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by EQS News - a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.

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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.

Publication of the decision to issue a public delisting tender offer

pursuant to Sec. 10 para. 1 of the German Securities Acquisition and
Takeover Act (WpÜG) in conjunction with Sec. 39 para. 2 sent. 3 no. 1 of the
German Stock Exchange Act (BörsG)

Bidder:

Mosel Bidco SE

Bennigsen-Platz 1

c/o Alter Domus Deutschland GmbH

40474 Düsseldorf

Germany

registered with the commercial register of the local court (Amtsgericht) of
Munich under 280569

Target:

Software Aktiengesellschaft

Uhlandstraße 12

64297 Darmstadt

Germany

registered with the commercial register of the local court (Amtsgericht) of
Darmstadt under HRB 1562

ISIN: DE000A2GS401 (WKN: A2GS40)

Today, Mosel Bidco SE, a holding company controlled by funds managed or
advised by Silver Lake, ("Bidder") has decided to offer to the shareholders
of Software Aktiengesellschaft ("SAG") by way of a public delisting tender
offer ("Delisting Offer") to acquire all no-par value registered shares in
SAG with a proportionate interest in the share capital of EUR 1.00 per share
("SAG Shares"). The Bidder intends to offer a cash consideration in the
amount of EUR 32.00 per SAG Share ("Offer Price").

The Delisting Offer will not be subject to completion conditions.

The offer document for the Delisting Offer (in German and a non-binding
English translation) and further information on the Delisting Offer will be
published and available on the internet at www.offer-2023.com.

Important Information:

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell SAG 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 German Federal Financial Supervisory Authority
(Bundesanstalt
für Finanzdienstleistungsaufsicht) has permitted the publication of the
offer document. The Bidder 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 SAG Shares are
strongly advised to read the offer document and all other documents relating
to the Delisting Offer as soon as they have been made public, as they will
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 the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) 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 Stock Exchange
Act (Börsengesetz - BörsG), the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities
law provisions of the United States of America relating to cross-border
takeover 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 SAG 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.

The Bidder reserves the right, to the extent permitted by law, to directly
or indirectly acquire additional SAG 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 BörsG, the WpÜG,
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 SAG 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
announced in this announcement 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. This
announcement has been prepared in accordance with German style and practice
for the purposes of complying with the laws of the Federal Republic of
Germany. The financial information relating to the Bidder and SAG 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 SAG 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 the Bidder 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 the Bidder and SAG 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 the Bidder and the persons acting in
concert with it. Such forward-looking statements are based on current plans,
estimates and projections made by the Bidder 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 the Bidder 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 the Bidder'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 the Bidder and the persons acting in
concert with it will 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.

Munich, 18 December 2023


Mosel Bidco SE


End of WpÜG announcement

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18.12.2023 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

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End of News EQS News Service
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1798433 18.12.2023 CET/CEST