Voluntary public takeover offer of Succession German Bidco GmbH to the shareholders of SNP Schneider-Neureither & Partner SE

Disclaimer – Legal Notices

You have entered the website which Succession German Bidco GmbH has designated for the publication of documents and information in connection with its voluntary public takeover offer to acquire all shares of SNP Schneider-Neureither & Partner SE not directly held by it.

In order to be permitted access to this website, you are kindly requested to read and acknowledge the following legal notices.

On 23 December 2024, Succession German Bidco GmbH (the "Bidder"), a holding company controlled by investment funds managed and/or advised by Carlyle, decided to make a voluntary public takeover offer to the shareholders of SNP Schneider-Neureither & Partner SE (the "SNP Shareholders") to acquire all shares of SNP Schneider-Neureither & Partner SE (the "Company") not directly held by it (the "Offer").

On this website you will find the publication of the decision to make the Offer pursuant to Sections 29, 34, 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") dated 23 December 2024. This website will also contain the offer document as well as other information regarding the Offer once the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document. All information contained and documents made available on this website are for information purposes only, and to comply with statutory provisions, in particular those contained in the "WpÜG" and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). The Offer will relate to shares in a European stock corporation (Societas Europaea, SE) with registered office in Germany and is subject to the statutory provisions of Germany on the implementation of such an offer. The Offer will not be subject to review or registration proceedings of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator.

SNP Shareholders whose place of residence, seat, or habitual abode is in the United States of America should note that the Offer will be made in respect of securities of a company that is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), the shares of which are not registered under Section 12 of the Exchange Act. The Offer will be made in the United States of America in reliance on exemptions from certain requirements of the Exchange Act, and is governed principally by disclosure and other regulations and procedures in Germany, which are different from those in the United States of America. To the extent that the Offer is subject to the securities laws of the United States of America, such laws only apply to SNP Shareholders whose place of residence, seat, or habitual abode is in the United States of America, and no other person has any claims under such laws.

It may be difficult for SNP Shareholders who have their place of residence, seat, or habitual abode outside of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, seat, or habitual abode, in particular since the Company is organized under the laws of Germany and registered with a German registry court, and some or all of its directors and officers may be residents of a country other than the country of residence, seat, or habitual abode of the relevant shareholder of the Company. SNP Shareholders may not be able to sue, in a court in their country of residence, seat, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, seat, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, seat, or habitual abode of the relevant shareholder of the Company.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Offer outside of the Germany, the Member States of the European Union and the European Economic Area as well as the United States of America may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside of Germany, the Member States of the European Union and the European Economic Area as well as the United States of America. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Offer outside of Germany, the Member States of the European Union and the European Economic Area as well as the United States of America unless in compliance with all applicable domestic and foreign statutory provisions.

An offer to acquire shares in the Company will solely be made pursuant to the terms and conditions of the Offer. The information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in the Company, should not be construed as legal, tax, financial, investment, accounting or other advice, or as a recommendation by the Bidder and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms and conditions of the Offer may differ from the basic information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.