EQS-WpÜG: Tender Offer / Target company: SYNLAB AG; Bidder: Ephios Luxembourg S.à r.l.

Announcement of the decision to make a
public acquisition offer (öffentliches Erwerbsangebot)
pursuant to Section 10 paras. 1 and 3 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)

Bidder:

Ephios Luxembourg S.à r.l.
 

4, rue Albert Borschette
1246 Luxembourg
Grand Duchy of Luxembourg


registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under B198777

Target:

SYNLAB AG
 

Moosacher Straße 88
80809 Munich
Germany
 

registered with the commercial register of the local court of Munich, Germany, under HRB 246540
 

WKN A2TSL7 / ISIN DE000A2TSL71

On 29 September 2023, Ephios Luxembourg S.à r.l. (the "Bidder"), a holding company controlled by investment funds advised by Cinven Limited, decided to make a public acquisition offer (öffentliches Erwerbsangebot) to the shareholders of SYNLAB AG (the "Company") for the acquisition of all non‑par value bearer shares (nennwertlose Inhaberaktien) in the Company (ISIN DE000A2TSL71) which are not directly held by the Bidder, each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "SYNLAB Shares") against payment of a cash offer price of EUR 10.00 per SYNLAB Share (the "Offer"). The Offer will be subject to customary conditions, in particular subject to merger control, foreign investment control and foreign subsidies control clearances. The Offer will not have a minimum acceptance threshold.
 

As at today, the share capital of the Company amounts to EUR 222,222,222 and is divided into 222,222,222 non-par value bearer shares. The Company currently holds 2,514,743 SYNLAB Shares as treasury shares (i.e. approximately 1.13% of the share capital of the Company). Therefore, as at today, the SYNLAB Shares carrying voting rights amount to 219,707,479 SYNLAB Shares.
 

The Bidder currently directly holds 95,000,648 SYNLAB Shares (i.e. approximately 43.24% of all voting rights and approximately 42.75% of the share capital of the Company).
 

The Bidder has today entered into irrevocable undertakings with certain shareholders, pursuant to which these shareholders have committed to accept the Offer in whole or in part for the SYNLAB Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of approximately 29.39% of all voting rights and approximately 29.06% of the share capital of the Company. In addition, the Bidder has today entered into re-investment agreements with certain individual shareholders of the Company, pursuant to which these shareholders have committed to contribute the SYNLAB Shares held by them, in whole or in part, to a subsidiary of the Bidder against the issuance of shares in such subsidiary after completion of the Offer, whereby the value of consideration per transferred share will not exceed the offer price under the Offer. These re-investment agreements relate in total to approximately 6.98% of all voting rights and approximately 6.90% of the share capital of the Company. Both, the irrevocable undertakings and the re-investment agreements constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (WpHG).
 

Accordingly, the shares already directly held by the Bidder today, together with the shares underlying the irrevocable undertakings and the re-investment agreements described above, relate to approximately 79.61% of all voting rights and approximately 78.71% of the share capital of the Company.
 

Further, the Bidder today entered into an investment agreement with the Company regarding the principal terms and conditions of the Offer as well as the mutual intentions and understandings with regard to the future collaboration.

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet at www.ephios‑offer.com.
 

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.
 

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting 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.
 

Luxembourg, 29 September 2023

Ephios Luxembourg S.à r.l.