Corporate News

Board of Directors and Managing Directors of SNP with neutral statement on voluntary public takeover offer

Heidelberg, Germany – July 7, 2023 – The Board of Directors and the Managing Directors of SNP Schneider-Neureither & Partner SE, a world-leading provider of SAP-based software solutions for digital transformation processes, automated data migrations and data management in the SAP environment, have published their joint reasoned statement pursuant to Section 27 (1) of the German Securities Acquisition and Takeover Act (WpÜG) on the voluntary public takeover bid (cash offer) of Octapharma AG to the shareholders of SNP. Taking into account the different valuation options of the offer, they refrain from making a recommendation to the SNP shareholders (so-called “neutral statement").

The neutral statement is based on the independent review and in-depth evaluation of the offer document published by Octapharma AG, including the economic and strategic intentions of Octapharma with regard to SNP presented therein. From SNP's point of view, the offer is to be considered largely neutral. The Board of Directors and the Managing Directors do not see any synergy potentials due to the different focus and corporate purpose of the bidder compared to SNP. The bidder has also announced that it will hold their share in the target company as a financial investment.

The Board of Directors and the Managing Directors have come to the conclusion that the offer price of EUR 33.50 per share offered by the Bidder in the Offer Document is financially reasonable, in particular for short-term investors. This assessment is based in particular on the information contained in the offer document and the fairness opinion provided to the Board of Directors and the Managing Directors by the German branch of Macquarie Capital France SA in the course of its review of the financial adequacy of the offer from the perspective of SNP's shareholders. Further details can be found in the joint reasoned statement.

From the perspective of the Board of Directors and the Managing Directors, it may be of interest to investors with a more long-term orientation to continue to participate in the positive development of the company value and the share price in the future due to the recent positive business development and the ongoing strategic transformation of SNP with a focus on the Software segment.

Jens Amail, CEO of SNP, comments: "As Managing Directors, we focus on the strategic business development and long-term potential of our company. We are very well positioned in a resilient and growing market and will continue to drive our growth strategy. Therefore, all Managing Directors have decided not to sell their shares in the takeover offer. The members of the Board of Directors also intend not to accept the offer."

SNP shareholders can accept Octapharma AG's voluntary public takeover offer via their depot bank. The acceptance period is expected to end on July 24, 2023, 24:00 CEST. The detailed terms and conditions of the voluntary public takeover offer can be found in the offer document. This is available at .

The joint reasoned statement of the Board of Directors and the Managing Directors of SNP on the voluntary public takeover offer of Octapharma AG, published on July 10, 2023, is available free of charge from SNP SE, Investor Relations, Speyerer Straße 4, 69115 Heidelberg, Germany, phone 37, fax: 0, e-mail: . In addition, the statement has been published on SNP's website: .

Irrespective of the statement, the Board of Directors and the Managing Directors point out that all SNP shareholders must decide for themselves whether or not to accept the offer, taking into account the overall circumstances as well as their personal situation and assessment with regard to the possible future development of the value and the stock market price of the SNP share.

Please note that only the joint reasoned statement of the Board of Directors and the Managing Directors is authoritative. The information in this press release does not constitute an explanation of or supplement to the contents of the joint reasoned statement.

About SNP

SNP (ticker: SHF.DE) helps companies worldwide to unlock the full potential of their data and shape their own tailored journey towards a digital future.

SNP’s Data Excellence Platform CrystalBridge® and the BLUEFIELD™ approach have set a comprehensive industry standard for restructuring and modernizing SAP systems faster and more securely while harnessing data-driven innovations in the cloud.

The company works with around 2,600 customers of all sizes and in all industries worldwide, including 21 of the DAX40 and 95 of the Fortune 500.

The SNP Group has around 1,400 employees worldwide at over 40 locations in 15 countries. The company is headquartered in Heidelberg, Germany, and generated revenues of EUR 173.4 million in the 2022 fiscal year.

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