SYNLAB AG publishes Joint Reasoned Statement on public acquisition offer by Cinven

• Management Board and Supervisory Board of SYNLAB AG published their Joint Reasoned Statement, in which they make a neutral statement. The Boards abstain from a recommendation to the SYNLAB Shareholders whether to accept or decline the Offer.
• The Management Board and the Supervisory Board concluded that the offer price of €10.00 per SYNLAB share does not reflect the long-term value of the Company. However, the offer price gives short-term oriented or risk-averse shareholders the possibility of a secure and timely value realisation.
• The Boards rate positively Cinven’s commitment to further strengthen the SYNLAB business strategy, which is aimed at customer centric medical excellence leading to a sustainable and profitable growth trajectory.
• All members of the Management and Supervisory Boards have declared to tender all SYNLAB shares they may hold; Dr Bartholomäus Wimmer will sell 60% of his shares in the Offer and re-invest the remaining shares.

SYNLAB AG (“SYNLAB” or the “Company”, FSE: SYAB), the leader in medical diagnostic services and specialty testing in Europe, announces that pursuant to the German Securities Acquisition and Takeover Act (WpÜG), the Management Board and Supervisory Board of SYNLAB AG today issued their Joint Reasoned Statement on the public acquisition offer (the “Offer”) by Ephios Luxembourg S.à r.l. (the “Investor”), an entity controlled by funds managed and/or advised by Cinven.

Based on a careful assessment of the Offer, the Management Board and the Supervisory Board conclude that they are unable to recommend that SYNLAB Shareholders accept or decline the Offer which is why they abstain from a recommendation by giving a neutral statement.

After conducting a careful and comprehensive analysis of the financial appropriateness of the offered consideration for the SYNLAB shares, the Management Board and Supervisory Board share the opinion that the offer price of €10.00 per SYNLAB share is inadequate for SYNLAB shareholders from a financial point of view and does not reflect the long-term value of the SYNLAB AG appropriately. However, it provides a potentially attractive exit opportunity for risk-averse or short-term oriented investors in the current market environment. Moreover, the offer price gives the shareholders the possibility of a secure and timely value realisation subject to very limited offer conditions.

The Boards commissioned financial advisors to provide an opinion on the adequacy of the offer price. The opinion of Lazard Frères SAS (advising the Management Board) and ParkView Partner GmbH (advising the Supervisory Board) were reviewed by each Board separately and both support the assessment of the Boards that the offer price is not adequate from a financial point of view.

Due to potential conflicts of interest and for efficiency reasons, the Supervisory Board established a Takeover Committee, consisting of the independent Supervisory Board members and authorised the Takeover Committee to support the Management Board and to prepare a Reasoned Statement for the Supervisory Board.

Cinven fully supports the current business and transformation strategy of SYNLAB

The Management Board and the Supervisory Board view Cinven as an experienced and long-standing shareholder of and partner for SYNLAB, which is well-equipped to support the Management Board in driving operating efficiencies in a sustainable way. The Management Board and Supervisory Board rate the fact positively that Cinven intends to support the Company´s business strategy and significantly strengthen the position of the SYNLAB Group in the prevailing market and to consolidate its position as leader of medical diagnostic services and specialty testing in Europe. Cinven’s confirmation of the SYNLAB long-term strategy thus underlines the fundamentally good positioning and proper strategic orientation of SYNLAB. Regarding the prospects of SYNLAB AG after a successful transaction, the Management Board and Supervisory Board are, in principle, comfortable with the investment, future cooperation and the commitment of Cinven.

Cinven’s Offer follows a period of thorough assessment during which the Management Board has performed its fiduciary duties with the help of the investment bank Lazard and held constructive talks with Cinven and other interested parties after Cinven approached the Management Board in March this year. In the course of these discussions, Cinven’s proposal emerged as the most attractive in the current environment.

Mathieu Floreani, CEO of SYNLAB AG commented: “After our thorough evaluation of the Offer, we can confirm our initial assessment that while the offer price is inadequate from a financial point of view, we appreciate the commitment of Cinven to backing our long-term strategy as a long-standing investor and partner. We intend to continue implementing this strategy and further strengthen our position as a leader in medical diagnostics and specialty testing.”

Chairman of the Supervisory Board Prof. Dr David Ebsworth commented: “The offer price does not reflect the long-term value of the Company. However, it gives shareholders the possibility of a secure and timely value realisation. Based on the investment agreement we concluded with Cinven, we are confident that we can stay on course and will be able to continue delivering customer-centric medical excellence leading to a sustainable and profitable growth trajectory.”

Management and Supervisory Board emphasise shareholder autonomy in decision-making

Based on their thorough evaluation, the Management Board and Supervisory Board conclude that each SYNLAB Shareholder has to decide for him- or herself whether or not to accept the Offer and for how many SYNLAB shares.

All members of the Management Board have signed irrevocable undertakings to sell their shares in the Offer. Further, the members of the Supervisory Board have declared that they will tender all SYNLAB Shares they currently may hold or indirectly control. The member of the Supervisory Board Dr Bartholomäus Wimmer has also signed an irrevocable undertaking to sell 60% of his shares in the Offer and to re-invest the remaining shares.

The period for acceptance of the Offer started upon the publication of the Offer Document on 23 October 2023, and ends on 20 November 2023, 24:00 hrs (CET).

The Joint Reasoned Statement of the Management Board and the Supervisory Board is published on the website of SYNLAB AG pursuant to section 27 WpÜG (non-binding English translation; the binding German version is also available on the website).

Please note that only the Reasoned Statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation of or supplement to the contents of the Reasoned Statement and may not contain all information that could be relevant for shareholders of SYNLAB AG. Shareholders of SYNLAB AG should therefore carefully read the entire Reasoned Statement of the Management Board and the Supervisory Board.

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In this press release ‘Cinven’ means, depending on the context, any of or collectively, Ephios Luxembourg S.à r.l., Cinven Holdings Guernsey Limited, Cinven Partnership LLP and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing.

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About SYNLAB

• SYNLAB Group is the leader in medical diagnostic services and specialty testing in Europe. The Group offers a full range of innovative and reliable medical diagnostics to patients, practising doctors, hospitals and clinics, governments and corporates.
• Providing the leading level of service within the industry, SYNLAB is the partner of choice for routine and specialty diagnostics in human and veterinary medicine. The Group continuously innovates medical diagnostic services for the benefit of patients and customers.
• SYNLAB operates in more than 30 countries across four continents and holds leading positions in most markets, regularly reinforcing the strength of its network through a proven acquisition strategy. More than 28,000 employees, including over 2,000 medical experts, contribute every day to the Group’s worldwide success.
• SYNLAB performed around 600 million laboratory tests and achieved revenues of €3.25 billion in 2022.
• Ticker symbol: SYAB; ISIN: DE000A2TSL71
• More information can be found on www.synlab.com

SYNLAB – forward looking statements

This document does not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase or subscribe for any securities in any jurisdiction.

Statements made in this document may include forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes", "expects”, “expected”, "may", "will", "would", "should", "seeks", "pro forma", "anticipates", "intends", "plans", "estimates", “estimated”, or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and SYNLAB undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It should be noted that past performance is not a guide to future performance. Interim results are not necessarily indicative of full-year results.