Marcel Lux III SARL: Notification of Publication of Offer Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 

Notification of Publication of Offer Document

Luxembourg, 24 August 2023. As of today, the offer document (the "Offer Document") regarding the voluntary public purchase offer by Marcel LUX III SARL[1] (the "Bidder"), to all shareholders of SUSE S.A.[2] ("SUSE" or the "Company"), for the acquisition of all shares in SUSE in dematerialized form (titres dématérialisés) with no nominal value and a par value of USD 0.10 (ISIN: LU2333210958; WKN: SUSE5A), and which are not directly held by the Bidder, against payment of a consideration in cash (the "Offer") is available on the internet at www.eqt-marcel-offer.com.

^[1]  Marcel LUX III SARL is a private limited liability company (société à responsabilité limitée) incorporated under Luxembourg law, with registered office at 51A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under registration number B 225723.

^[2]  SUSE S.A. is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg with registered office at 11-13, Boulevard de la Foire, L‑1528 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 225816.
 

Important notice:

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in SUSE or any other securities. The Offer itself as well as its definite terms and conditions and further provisions concerning the Offer are published in the Offer Document. Investors and SUSE Shareholders are strongly advised to thoroughly read the entire Offer Document and all other relevant documents regarding the Offer when they become available, as they will contain important information.

As the Bidder already holds a controlling stake in SUSE, the Offer will neither be subject to the Luxembourg law of 19 May 2006 on takeover bids, as amended, nor to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). The Offer Document has not been, and will not be, reviewed by any regulatory authority in the Grand Duchy of Luxembourg or in Germany or elsewhere and no registrations, admissions or approvals of the Offer Document and/or the Offer have been made or granted under any laws and no registrations, admissions or approvals are contemplated. Subject to the exceptions described in the Offer Document and, where applicable, any exemptions to be granted by the respective regulatory authorities or otherwise available, no purchase offer is or will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of the respective national law.

The Offer has been published and is made under the laws of the Federal Republic of Germany, certain applicable provisions of the laws of the Grand Duchy of Luxembourg 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 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 SUSE outside of the Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States of America and in compliance with applicable law.

To the extent that this document contains forward-looking statements, these statements are related to future events and can be identified by expressions such as "expect", "believe", "anticipate", "intend", "seek", "assume", "would", "consider" or similar expressions.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and involve known and unknown risks and uncertainties, many of which are beyond the Bidder's control and all of which are based on the Bidder's current beliefs and expectations about future events. These risks, uncertainties and assumptions include, but are not limited to, the acceptance of the Offer by SUSE Shareholders, the satisfaction of the condition to the settlement of the Offer and the timing of settlement of the Offer.

Forward-looking statements may prove to be inaccurate, and future events and developments may differ materially from those indicated or contained in the forward-looking statements. No assurance can be given that such future expectations will be achieved. The Bidder expressly disclaims any obligation or undertaking to update these forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based.

It is possible that the Bidder may change its intentions and estimates expressed in documents, notifications or in the Offer Document after the publication of the documents, notifications or the Offer Document.

Luxembourg, Grand Duchy of Luxembourg, 24 August 2023

Marcel LUX III SARL