Silver Lake Publishes Offer Document for Voluntary Public Tender Offer for Software AG – Acceptance Period Starts Today

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.

Silver Lake Publishes Offer Document for Voluntary Public Tender Offer for Software AG – Acceptance Period Starts Today

• Fully financed offer to shareholders that can be accepted as of today until 14 June 2023
• Transaction only subject to regulatory approvals and minimum acceptance threshold of 50 percent plus 1 share
• Silver Lake has already secured 30.1 percent of the share capital in SAG and has the option to convert its bonds amounting to EUR 344 million into shares equal to another 10 percent of the share capital
• Cash offer of EUR 32.00 per share represents a 63 percent premium on the last undisturbed closing price and a 57 percent premium on the undisturbed last three months volume-weighted average price
• Silver Lake can optimally support Software AG in its transformation phase that is best executed in a private setting while shareholders can reap significant economics upfront
• Silver Lake intends to delist Software AG as soon as practically possible, which is supported by Software AG’s Management Board
• Silver Lake reiterates that it does not require a DPLTA to finance the Takeover Offer and hence does not intend entering into a DPLTA
• Silver Lake’s offer has received vast support from key stakeholders:
  • Unanimous support from the Management Board
  • Unanimous support from the independent takeover committee of the co-determined Supervisory Board
  • Full and unreserved support from the Company’s Founder Dr. h. c. Peter Schnell and the Software AG Foundation, the longstanding 30 percent anchor shareholder of the Company, which will continue to hold a 5 percent stake subject to a lock-up
• The Management Board and the independent takeover committee of the co-determined Supervisory Board of Software AG intend to recommend Software AG’s shareholders to accept the offer

17 May 2023 – Mosel Bidco SE (previously named Blitz 22-449 SE), a holding company controlled by funds managed or advised by Silver Lake (“Silver Lake”), today published the offer document for the voluntary public tender offer for all outstanding shares (ISIN: DE000A2GS401) of Software Aktiengesellschaft (“SAG”) following approval by the German Federal Financial Supervisory Authority (“BaFin”).

Starting today, Software AG’s shareholders can accept the offer and tender their shares at a price of EUR 32.00 per share, which represents a premium of 63 percent to the closing price of EUR 19.59 per share on 20 April 2023, and a 57 percent premium on the last three months volume-weighted average price (EUR 20.32 per share) at announcement. To tender their shares, shareholders must issue a written declaration to their respective custodian bank. The acceptance period will end at midnight (CET) on 14 June 2023. Shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to this date.

The public takeover offer is subject to a minimum acceptance threshold of 50 percent plus 1 share of the entire issued share capital including treasury shares. At the time of the publication of the offer document, Silver Lake has already secured 30.1 percent of the share capital in Software AG, comprising a 25.1 percent stake which has been secured through an irrevocable share purchase agreement with the Software AG Foundation and another 5.0 percent stake purchased from other shareholders. In addition, Silver Lake also has the option to convert the convertible bonds which it purchased in February 2022 into shares equal to another 10 percent of the current share capital. The offer is subject to further customary conditions such as the receipt of regulatory approvals. Subject to the fulfilment of the offer conditions, closing of the transaction is expected in Q4 2023.

Silver Lake’s investment thesis is fully aligned with Software AG’s strategy, which aims at creating value for all stakeholders and continuing to develop Software AG as a standalone company, headquartered in Darmstadt. Silver Lake’s support of Software AG has cemented itself over a year ago since its EUR 344 million convertible bond investment in February 2022 and became Software AG’s strategic partner.

Silver Lake is convinced that due to the rapid digitalization of all areas of life, the technologies developed by Software AG will be of ever greater importance in the future. However, Software AG is facing a major multi-year transformation – particularly in the shift from traditional licensing models to software-as-a-service and cloud-based applications. The multi-year transformation will require significant investment amidst a challenging macroeconomic environment and uncertainty. Silver Lake believes that it is optimally positioned to support Software AG in this phase with its in-depth expertise in technology investments and in supporting companies in transformation processes and its long-term investment horizon and resource availability. Such transformation is best carried out in a private setting and Silver Lake intends to hence delist Software AG as soon as practically possible, which is supported by Software AG’s Management Board, while shareholders have the opportunity to reap significant economic value upfront by tendering their shares.

Silver Lake’s offer and its strategic partnership with Software AG have the full and unreserved support from the Software AG Foundation, the Company’s long-standing 30 percent anchor shareholder, which will continue to hold a 5 percent stake subject to a lock-up. The offer also has unanimous support from both the Management Board and the independent takeover committee of the co-determined Supervisory Board of Software AG. Subject to their review of the offer document, the Management Board and the independent takeover committee of the co-determined Supervisory Board of Software AG intend to recommend Software AG’s shareholders to accept the offer.

A domination and/or profit and loss transfer agreement is not required for Silver Lake to finance the Takeover Offer or to realize Silver Lake’s economic and strategic objectives. Hence, Silver Lake does not intend to enter a domination and/or profit and loss transfer agreement with Software AG.

The offer document is now available at www.offer-2023.com. Copies of the offer document are available free of charge at BNP Paribas S.A., Niederlassung Deutschland, Senckenberganlage 19, 60325 Frankfurt am Main, Germany (inquiries via telefax to +49 69 1520 5277 or via email to frankfurt.gct.operations@bnpparibas.com indicating a complete mailing address or email address).

About Silver Lake

Silver Lake is a global technology investment firm, with more than $95 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 $282 billion of revenue annually and employ more than 713,000 people globally. For more information about Silver Lake and its portfolio, please visit http://www.silverlake.com.

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

Jeffrey Vögeli, FGS Global
Email: jeffrey.voegeli@fgsglobal.com
Phone: +41 79 511 1763

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 authorised 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.