EQS-WpÜG: Tender Offer / Target company: SYNLAB AG; Bidder: Ephios Bidco GmbH

Announcement of the decision to make a
public delisting acquisition offer (öffentliches Delisting-Erwerbsangebot)
pursuant to Section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act and
Section 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act

Bidder:

Ephios Bidco GmbH
c/o Alter Domus Deutschland GmbH
Bennigsen-Platz 1
40474 Düsseldorf
Germany
registered with the commercial register of the local court of Munich, Germany, under HRB 286393

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 31 May 2024, Ephios Bidco GmbH (the "Bidder"), a holding company controlled by investment funds advised by Cinven Limited, decided to make a public delisting acquisition offer (öffentliches Delisting-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 cash payment in Euros of an offer price per SYNLAB Share in an amount equaling the statutory minimum consideration (the "Offer"). The Offer will be not subject to conditions.

Also today, the Bidder agreed with the Company that the Company will apply for the revocation of the admission to trading of the SYNLAB Shares on the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market (regulierter Markt) with additional post-admission obligations (prime standard) no later than 7 business days prior to the end of the acceptance period of the Offer and, following the effectiveness of the delisting, will take all reasonable steps and actions to terminate the inclusion of the SYNLAB Shares for trading on the open market (Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich, and Stuttgart, via Tradegate Exchange and any other stock exchange becoming known to the Company.

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.

Düsseldorf, 31 May 2024

Ephios Bidco GmbH

1913685  31.05.2024 CET/CEST