EQS-News: SNP signs investment deal with Carlyle to support its long-term growth strategy | 23.12.24

News release

SNP signs investment agreement with Carlyle to support its long-term growth strategy

• Carlyle announces a voluntary public cash takeover offer for SNP
• Carlyle signs share purchase agreement with SNP anchor shareholder Wolfgang Marguerre for 65.19% of SNP shares and secures irrevocable commitments from additional shareholders, which together represent 11.06% of the total share capital of SNP
• Shareholders will receive an offer price of EUR 61.00 per SNP share, representing a 13.4% premium to the closing SNP share price on 20 December 2024 as well as a 17.2% premium to the three-month volume weighted average share price
• SNP’s supervisory board and board consider the transaction in the interest of the company, its shareholders, employees, customers, partners and other stakeholders.

Munich and Heidelberg, 23 December 2024. – SNP Schneider-Neureither & Partner SE (“SNP” or the “Company”) and Succession German Bidco GmbH (the “Bidder”), a holding company advised by global investment firm Carlyle (NASDAQ: CG), announced today the signing of an investment agreement for to create a strategic partnership to support SNP’s long-term growth. This strategic partnership involves Carlyle launching a voluntary public cash tender offer (the “Offer”) for all outstanding shares of SNP.

SNP is a leading global provider of software and consulting services for digital transformation, automated data migration and data management with a focus on the SAP ecosystem. The business works with more than 3,000 global customers of all sizes and in all industries, including 20 of the Dax 40 and over 100 of the Fortune 500. SNP partners with 17 of the top 20 SAP system integrators to enable SAP transformations and business flexibility.

Carlyle will offer the shareholders of SNP a cash consideration of EUR 61.00 per share. The Offer represents an attractive premium of 13.4% to XETRA’s closing price for SNP on December 20, 2024, the last trading day prior to the announcement of the intention to launch the Offer, and a premium of 17.2% to the volume-weighted average share price over the three months preceding the announcement of the intention to launch the Offer.

Carlyle has secured SNP’s shareholder support for the offer through a share purchase agreement with majority shareholder Wolfgang Marguerre for 65.19% of SNP’s shares as well as irrevocable commitments from shareholders representing 11.06% of SNP’s total share capital. A total of 76.25% of the total share capital of SNP has already been secured by Carlyle.

Completion of the Offering will be subject to customary antitrust and foreign investment control approvals.

Following completion of the Offer, Carlyle intends to delist the Company.

The board of the SNP supports Carlyle’s offer

The investment agreement signed by SNP and Carlyle, which sets out the terms of the Offer, contains definitive agreements on strategy, employees, locations and management. Pursuant to the Investment Agreement, the Offeror fully supports the Board’s current growth strategy, including the retention of the existing management team and, in particular, the protection of employee positions and current locations.

The board of SNP intends, subject to review of the published offer document and its fiduciary duties, to support the Offer and considers that the transaction is in the interest of the Company, its shareholders, employees, customers, partners and other stakeholders.

SNP’s CEO, Jens Amail, and the chairman of the supervisory board, Karl Benedikt Biesinger, welcome and support the Offer.

“We are extremely grateful to Mr. Marguerre and our Board of Directors for their unwavering support and trust over the past few years. Building on the vision of our founder and the incredible team at SNP, we have evolved our strategy and made great operational progress. After careful consideration of various strategic options and an analysis of the proposed partnership with Carlyle, the Supervisory Board and the Board have concluded that Carlyle is the right partner for the company going forward. Their commitment and approach will strengthen SNP and our value proposition for customers and partners, and drive sustainable growth for the company and its employees,Amail said.

Wolfgang Marguerre decides to sell his stake to support Carlyle’s vision for the SNP

SNP’s major shareholder Wolfgang Marguerre, founder, CEO and chairman of Octapharma, the largest privately owned and independent plasma fractionation company in the world, has decided to sell his entire stake to Carlyle after thorough discussions with potential stakeholders.

“After changes in its governance model and the excellent work of the management team led by CEO Jens Amail, SNP has never been in a better position. I believe now is the right time for the company to enter its next chapter with Carlyle as the right partner to lead its future development and create sustainable value for all stakeholders,Marguerite said.

Carlyle supports the SNP’s future strategy

With $447 billion in assets under management as of September 30, 2024, Carlyle is one of the largest investment firms operating globally, including significant investment operations in Germany where it has operated for over 25 years to support the growth of domestic German companies.

Michael Wand, Head of Europe Private Equity at Carlyle, said: “Carlyle is very pleased that Wolfgang Marguerre and SNP’s management team have decided to select us as their partner for the next phase of SNP’s growth. Leveraging Carlyle’s global platform and financial resources, we will actively support SNP’s further internationalization and investment in SNP’s next-generation Kyano data migration, management and business agility platform. We are excited to partner with SNP’s management team and its employees as part of the next phase of their growth journey. At the same time, we are giving shareholders a unique opportunity to realize significant added value now by accepting our attractive cash offer.“

Kirkland & Ellis International LLP is acting as legal advisor to Carlyle. ParkView Partners is acting as sole financial advisor to Wolfgang Marguerre. Luther Rechtsanwaltsgesellschaft mbH acts as legal advisor to SNP Schneider-Neureither & Partner SE.

The Offer will be made on and in accordance with the terms and conditions set out in the Offer Document, which is subject to the authorization of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht“BaFin”). After such permission from BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und ÜbernahmegesetzWpÜG) and the acceptance period for the Offer will begin. The Offer Document (when available) and other information related to the Offer will be posted on the following website: www.succession-offer.com

About the SNP

SNP (ticker: SHF.DE) is the global technology platform leader and trusted partner for companies seeking unparalleled data-driven transformation capabilities and business acumen. SNP’s Kyano platform integrates all the necessary capabilities and partner offerings to provide a comprehensive software-based data migration and management experience. Combined with the BLUEFIELD approach, Kyano sets a comprehensive industry standard for restructuring and modernizing SAP-centric IT landscapes faster and more securely while leveraging data-driven innovations.

SNP works with more than 3,000 clients of all sizes and in all industries, including 20 of the DAX 40 and over 100 of the Fortune 500. The SNP Group has more than 1,500 employees worldwide in over 35 locations in 20 countries. Headquartered in Heidelberg, Germany, the company generated revenue of €203.4 million in fiscal year 2023.

More information is available at www.snpgroup.com

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that leverages private equity in its operations and operates through three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $447 billion in assets under management as of September 30, 2024, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle has more than 2,300 employees in 29 offices on four continents.

More information is available at www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at The Carlyle Group.

Media contact

SNP
Marcel Wikow
Director of Investor Relations
Phone: +49 6221 6425-637
Email: marcel.wiskow@snpgroup.com

Carlyle
FTI Consulting
Steffi Susan Kim
Tel.: +49 171 5565 996
Email: steffi.kim@fticonsulting.com

Lutz Golsch
Tel.: +49 173 6517 710
Email: lutz.golsch@fticonsulting.com

Legal disclaimer

This announcement is neither an offer to buy nor a solicitation of an offer to sell shares in SNP Schneider-Neureither & Partner SE. The offer itself as well as its terms and additional provisions on the offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document. Investors and shareholders of SNP Schneider-Neureither & Partner SE are strongly advised to carefully read the offer document and all other relevant documents regarding the offer when they become available as they will contain important information.

The offering will be governed exclusively by the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States. Any agreement entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and shall be construed in accordance with such laws.