Final results of the public takeover offer for Nexus AG: TA secures 94.95 % of all Nexus shares

Final results of the public takeover offer for Nexus AG:
TA secures 94.95 % of all Nexus shares

8 January 2025

• Subject to customary regulatory conditions, settlement of the Offer is currently expected in the first quarter of 2025
• TA intends to pursue a delisting of Nexus from the stock exchange as soon as possible after the settlement of the Offer

Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P. (together “TA”) today published the final results of its voluntary public takeover offer (the “Offer”) for all shares of Nexus AG (“Nexus”, ISIN: DE0005220909) at the end of the additional acceptance period.

At the expiry of the additional acceptance period on 3 January 2025 at 24:00 hours, Frankfurt am Main local time, the Offer was accepted for 16,402,668 Nexus shares. This represents approximately
94.95 % of all Nexus shares, including approximately 26.9 % which TA had already secured through irrevocable undertakings with key Nexus shareholders.

Settlement of the Offer is subject to customary regulatory conditions, including antitrust and foreign investment control clearances. Subject to the fulfilment of these conditions, settlement of the Offer is currently expected to take place in the first quarter of 2025.

As soon as possible after the settlement of the Offer, TA intends to delist Nexus from the stock exchange. The Management Board of Nexus supports the intended delisting of Nexus in order to implement its long-term strategy outside of a stock market environment, subject to legal admissibility and careful review at the relevant time.

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About TA Associates

TA is a leading global private equity firm focused on scaling growth in profitable companies. Since 1968, TA has invested in more than 560 companies across its five target industries – technology, healthcare, financial services, consumer and business services. Leveraging its deep industry expertise and strategic resources, TA collaborates with management teams worldwide to help high-quality companies deliver lasting value. The firm has raised $65 billion in capital to date and has over 160 investment professionals across offices in Boston, Menlo Park, Austin, London, Mumbai and Hong Kong.

Further information on TA can be found at www.ta.com.

About Nexus AG

Nexus AG develops and distributes software solutions for the international healthcare market. With the clinical information system (Nexus / KIS) and the integrated diagnostic modules, we now have a uniquely broad and interoperable product range that can cover almost all functional requirements of hospitals, psychiatric clinics, rehabilitation and diagnostic centers within our own product families. Nexus AG employs around 2,030 people, owns sites in nine European countries and supports customers in further 71 countries, in some cases via certified dealers. Due to the continuously growing demand for Nexus products, we have been able to build up a large customer base in recent years and regularly achieve increasing sales and results.

Further information on Nexus AG can be found at www.nexus-ehealth.com

Media Relations Contact – TA Associates

FGS Global

Tanja Dorr

tanja.dorr@fgsglobal.com

+49 160 99 27 1975

Investor Relations Contact – Nexus AG

Investor Relations

Irmastraße 1

78166 Donaueschingen

ir@nexus-ag.de

+49 771 229600

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Nexus AG. The terms of the takeover offer as well as other provisions relating to the takeover offer are set out in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Nexus AG are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information.

The takeover offer is exclusively 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 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.