EQS-Adhoc: DATAGROUP enters into an Investment Agreement with and supports a public purchase offer of KKR at a price of EUR 54.00 per share in cash

DATAGROUP enters into an Investment Agreement with and supports a public purchase offer of KKR at a price of EUR 54.00 per share in cash

Pliezhausen, April 15, 2025. DATAGROUP SE ("DATAGROUP" or "Company", WKN A0JC8S) and Dante Beteiligungen SE (currently named Blitz 25-345 SE) ("Bidder"), a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co L.P. and its affiliates (collectively, "KKR"), have signed an investment agreement regarding the terms and conditions of a strategic investment by the Bidder in DATAGROUP.

Bidder intends to launch a public purchase offer for all outstanding shares of DATAGROUP at a price of EUR 54.00 per share in cash ("Offer"). This represents a premium of c. 33% to the Xetra closing share price of the Dante Shares on April 15, 2025. The management board and the supervisory board of DATAGROUP, which have approved entering into the investment agreement today, support the Offer which they consider to be fair and attractive and intend to recommend the acceptance of the Offer to the shareholders of DATAGROUP. The members of the supervisory board and the management board have confirmed that they will also tender all Dante shares personally held by them into the Offer.

Concurrently with the signing of the investment agreement, Dante Lux HoldCo S.à r.l., an indirect parent company of the Bidder, Dante HoldCo SE (currently named Blitz 25-344 SE), the parent company of the Bidder, Bidder and Max H.-H. Schaber and his family holding company HHS Beteiligungsgesellschaft mbH ("HHS"), the majority shareholder of Dante, have entered into a strategic partnership and signed an agreement pursuant to which HHS will indirectly transfer its existing 54.4% stake in the registered share capital of DATAGROUP to the Bidder. This transfer will occur outside the public purchase offer and is subject to separate arrangements and conditions and will result in a long-term joint control by KKR and HHS as indirect 50:50 shareholders of the Bidder following completion of the Offer.

The Bidder and DATAGROUP have further agreed in the investment agreement on a delisting which is expected to be implemented immediately after the settlement of the Offer. A separate delisting offer will not be required. In the investment agreement between Dante and Bidder, Bidder has committed for a period of two years not to seek or enter into a domination and profit and loss transfer agreement (DPLTA) with DATAGROUP. KKR has underwritten the transaction entirely with equity provided by its funds.

The completion of the Offer will be subject to customary conditions, including regulatory clearances. The Offer will not be subject to a minimum acceptance threshold. The transaction is expected to close in the third quarter of 2025. Further details of the Offer including its terms and conditions will be set out in the offer document upon the publication of which the acceptance period of the Offer will commence. Since the DATAGROUP shares are not listed for trading on an organized market, the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) does not apply to the Offer.