EQS-WpÜG: Tender Offer / Target company: va-Q-tec AG; Bidder: Fahrenheit AcquiCo GmbH

Publication of the decision to make a public delisting offer (öffentliches Delisting-Erwerbsangebot) pursuant to Section 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) in conjunction with Section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)

Bidder:

Fahrenheit AcquiCo GmbH

c/o Milbank LLP

Maximilianstraße 15 80539 Munich

Germany

registered with the commercial register (Handelsregister) of
the local court (Amtsgericht) of Frankfurt am Main under HRB 129025

Target:

va-Q-tec AG

Alfred-Nobel-Straße 33

97080 Würzburg

Germany

registered with the commercial register (Handelsregister) of
the local court (Amtsgericht) of Würzburg under HRB 7368

ISIN: DE0006636681

WKN: 663668

Today, Fahrenheit AcquiCo GmbH (the "Bidder") decided to make a public delisting offer (öffentliches Delisting Erwerbsangebot) to the shareholders of va‑Q‑tec AG (the "Company") for the acquisition of all no-par value registered shares (auf den Namen lautende Stückaktien) in the Company (ISIN: DE0006636681), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "va‑Q‑tec Shares"), which are not directly held by the Bidder, against payment of a cash consideration of EUR 26.00 per va‑Q‑tec Share (the "Delisting Offer"). The Delisting Offer will not be subject to any closing conditions.

The Bidder is a holding company controlled by the EQT X fund, which in turn is managed and controlled by affiliates of EQT AB with registered seat in Stockholm, Sweden.

Today, the Bidder entered into a Delisting Agreement with the Company under which the Company agreed, subject to customary conditions, to support a delisting of the Company by applying for the revocation of the admission to trading of all va-Q-tec Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer.

The Bidder currently holds no va-Q-tec Shares. On 16 January 2023, the Bidder published a voluntary public takeover offer for the acquisition of all va‑Q‑tec Shares against payment of a cash consideration of EUR 26.00 per va‑Q‑tec Share (the "Takeover Offer"). Until the expiration of its additional acceptance period which ended on 7 March 2023, the Takeover Offer has been accepted for a total of 8,039,185 va‑Q‑tec Shares, which corresponds to 59.93% of the current share capital and voting rights of the Company. After fulfilment of the last offer condition upon today’s waiver by the Austrian Federal Competition Authority to further review the transaction, which is therefore deemed to have been approved under applicable law, settlement of the Takeover Offer is expected to occur on 6 July 2023.

The Takeover Offer is based on a Business Combination Agreement entered into by the Bidder and the Company on 13 December 2022. The Takeover Offer has been made in partnership with the Company's founding families around Dr. Joachim Kuhn (founder and CEO) and Dr. Roland Caps (founder and former Head of Research and Development) who together hold approximately 26% of the current share capital and the current voting rights of the Company (the "Founding Families") and, under a Partnership Agreement dated 13 December 2022, agreed to participate in the transaction with a reinvestment of the majority of their participation in the Company. Together, the Bidder and the Founding Families will hold more than 85 % of the current share capital and voting rights of the Company following settlement of the Takeover Offer.

Furthermore, following the settlement of the Takeover Offer, the Bidder will subscribe for new va‑Q‑tec Shares in the amount of 10% of the current share capital of the Company against contribution in cash of EUR 26.00 per new va‑Q‑tec Share which, based on the Business Combination Agreement, will be issued to the Bidder by the Company under a capital increase from authorized capital. Thereby, the combined shareholding of the Bidder and the Founding Families in the Company will increase to approximately 87% of the increased share capital and voting rights of the Company.

The Bidder confirms its firm intention to enter into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) within the meaning of Section 291 para. 1 German Stock Corporation Act (Aktiengesetz) with the Company as subordinated enterprise. It is currently intended that this year’s annual general meeting of the Company shall resolve on the approval of such domination and profit and loss transfer agreement.

The offer document for the Delisting Offer (in German and a non-binding English translation) containing the detailed terms and conditions of the Delisting Offer, as well as further information relating thereto, will be published by the Bidder following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) on the internet at the Bidder's website www.offer-eqt.com.

The Delisting Offer will be made subject to the terms and conditions set out in the offer document for the Delisting Offer. However, the Bidder reserves the right, to the extent permissible by law, to deviate in the offer document from the above-described parameters.

Important notice:

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in va-Q-tec AG. The Delisting Offer itself as well as its definite terms and conditions and further provisions concerning the Delisting Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish the offer document. Investors and holders of shares in va-Q-tec AG are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer when they become available, as they will contain important information.

The Delisting Offer will be published exclusively under 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 Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

The Bidder reserves the right, within the limits of applicable law, to directly or indirectly acquire shares in va-Q-tec AG outside of the Delisting Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in va-Q-tec AG will be published without undue delay, if and to the extent required under the applicable statutory provisions.

The information in respect of the EQT X fund (EQT X) contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation of EQT X. Any offer or solicitation in respect of EQT X will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information in respect of EQT X contained herein is not for publication or distribution to persons in the United States of America. Any securities of EQT X referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities of EQT X to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. Any EQT X securities may not be offered or sold in the United States absent registration or an exemption from registration.

Frankfurt am Main, 30 June 2023

Fahrenheit AcquiCo GmbH