Bain Capital and Rocket Software Support Silver Lake’s Offer and Have Sold all of their Shares to Silver Lake – Silver Lake has now secured 41% of Software AG

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.

Bain Capital and Rocket Software Support Silver Lake’s Offer and Have Sold all of their Shares to Silver Lake – Silver Lake has now secured 41% of Software AG

• Rocket Software International (UK) Limited, a subsidiary of Rocket Software and portfolio company of Bain Capital, has signed a binding share purchase agreement to sell 7,414,800 shares in Software AG (10.02%) to Silver Lake at the €32 Offer Price. This constitutes the entirety of shares owned or controlled by Bain Capital / Rocket Software.
• As of 19 June, Silver Lake has now already secured a total of 41% of Software AG shares including tendered shares
• Silver Lake’s offer at €32 is the only opportunity for shareholders to still crystallize a highly attractive 63 percent premium to the undisturbed share price – the acceptance period for shareholders to tender their shares remains open until 28 June 2023
• Silver Lake reiterates that it does not require a domination and profit and loss transfer agreement (DPLTA) to finance the Takeover Offer and hence does not intend entering into a DPLTA
• Silver Lake intends to pursue a delisting of Software AG as soon as practically possible after closing of the voluntary public tender offer to partner with the Company on its multi-year transformation journey in a non-listed setting

19 June 2023 – Silver Lake, the global leader in technology investing, together with Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake (“Silver Lake”), announced today that Rocket Software International (UK) Limited, a subsidiary of Rocket Software and portfolio company of Bain Capital, has signed a binding share purchase agreement to sell 7,414,800 shares in Software AG (10.02%) to Silver Lake at the €32 Offer Price. This constitutes the entirety of shares owned or controlled by Bain Capital / Rocket Software. Silver Lake has now secured 41% of shares, including currently tendered shares. This excludes Silver Lake’s convertible bonds which could convert into 10% of total current share capital.

Silver Lake’s fully financed cash offer remains the only opportunity for Software AG shareholders to realize a substantial, timely and certain premium by tendering their shares into the offer at a price of €32.00 per share, which represents a premium of 63 percent to the closing price of €19.59 per share on 20 April 2023, and a 57 percent premium on the last three months volume-weighted average price (€20.32 per share) at announcement. The acceptance period for shareholders remains open until 28 June 2023.

Silver Lake reiterates again that it does not require a domination and profit and loss transfer agreement (DPLTA) to finance its offer or achieve its economic and strategic objectives. Silver Lake hence does not intend to implement a DPTLA.

“Silver Lake’s investment in Software AG reflects our commitment to working with founders and management teams to help them build and grow great companies,” said Christian Lucas, Co-head EMEA at Silver Lake. “Today’s announcement further underscores our confidence in the attractive and compelling value proposition we can bring to all stakeholders.”

After closing of the voluntary tender offer, Silver Lake intends to as soon as practically possible pursue a delisting of Software AG to support management with implementation of its strategy in a non-listed environment, and with the long-term backing of Silver Lake as Software AG’s new anchor shareholder.

Should shareholders not tender, there is no guarantee that they will be able to achieve this attractive premium for their shares again and or that they will be able to sell their shares at this price level given the limited liquidity and trading volumes in Software AG shares.

About Silver Lake

Silver Lake is a global technology investment firm, with approximately $98 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate more than $276 billion of revenue annually and employ approximately 710,000 people globally.

About Software Aktiengesellschaft

Software AG simplifies the connected world. Founded in 1969, it helps deliver the experiences that employees, partners and customers now expect. Its technology creates the digital backbone that integrates applications, devices, data and clouds; empowers streamlined processes; and connects “things” like sensors, devices and machines. It helps 10,000+ organizations to become a truly connected enterprise and make smarter decisions, faster. The Company has about 5,000 employees across more than 70 countries and annual Group revenue of over €950 million.

Media Contact for Silver Lake

Andreas Kolbe, FGS Global

Email: andreas.kolbe@fgsglobal.com

Phone: +49 162 24 36 310

Disclaimer and Forward-Looking Statement

This press release is neither an offer to purchase nor a solicitation of an offer to sell Software AG shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer are set out solely in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Software AG shares are strongly advised to read the offer document and all other documents relating to the Takeover Offer, as they contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer is published amongst other information on the internet at www.offer-2023.com.

The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular 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 Takeover 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 Takeover 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 Software AG 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 takeover 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 Takeover Offer would be prohibited by applicable law.

Silver Lake reserves the right, to the extent permitted by law, to directly or indirectly acquire additional Software AG shares outside the Takeover 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 WpÜG, and the Offer Price is increased in accordance with the WpÜG, to match any consideration paid outside of the Takeover Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of Software AG 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 Takeover Offer relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and is 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. The financial information relating to Silver Lake and Software AG included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not 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 Takeover 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 Software AG 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 Silver Lake as a result of the acceptance of the Takeover 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 Takeover Offer under United States federal securities laws (or other laws they are acquainted with) since Silver Lake and Software AG 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 Silver Lake and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and projections made by Silver Lake 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 Silver Lake 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 Silver Lake'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 Silver Lake and the persons acting in concert with it will in future change their intentions and estimates stated in documents or notifications or in the offer document.