TA Associates Management, L.P. made a tender offer to acquire Nexus AG (XTRA:NXU) from Luxempart S.A. (BDL:LXMPR) and others for ?1.2 billion on November 5, 2024. A cash consideration valued at ?70 per share will be paid by TA Associates Management, L.P. The offer will be subject to a minimum acceptance threshold of 50 % plus one share and customary regulatory conditions, including antitrust and foreign investment control clearances. The Management Board and Supervisory Board of Nexus AG support the offer and consider the strategic partnership to be of significant added value for Nexus AG and its customers. TA and Nexus AG have also agreed that the management of the company will remain with the current Management Board of Nexus AG. The company headquarters in Donaueschingen and all other key locations are to be retained. As per TA Associates it will not waive the minimum acceptance level of 50% plus one share. If the threshold is not reached by the deadline, the offer will fail without any further acceptance opportunity. As of December 11, 2024, it was accepted for about 37.05% of shares. As of December 12, 2024, the acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances. The offer will expire on December 17, 2024. At the expiry of the initial acceptance period on December 17, 2024 at 24:00 hours, Frankfurt am Main local time, the Offer was accepted for 13,796,212 Nexus shares. The minimum acceptance level of 50% plus one share was exceeded. Settlement of the offer hinges on antitrust and foreign investment control clearances and is now expected to take place in the first quarter of 2025. Shareholders who have not tendered their shares can still accept the Offer during the additional acceptance period which will end on January 3, 2025. As on January 8, 2025, the offeror holds 94.95 % of all Nexus shares, including approximately 26.9 % which TA had already secured through irrevocable undertakings with key Nexus shareholders. Settlement of the Offer is still subject to customary regulatory conditions, including antitrust and foreign investment control clearances. It is expected that all necessary clearances will be obtained in the first quarter of 2025. As part of an investment agreement, Nexus and TA agreed to enter into a long-term strategic partnership to drive the continued profitable growth of Nexus in the international e-health market away from a stock market environment. As soon as possible after the settlement of the Offer, TA intends to delist Nexus from the stock exchange. The Management Board of Nexus supports the intended delisting of Nexus in order to implement its long-term strategy outside of a stock market environment, subject to legal admissibility and careful review at the relevant time.

GSK Stockmann + Kollegen Rechtsanwalte Steuerberater Partnerschaftsgesellschaft Mbb acted as legal advisor for Nexus AG. Barclays PLC acted as financial advisor., Ben Leyendecker, Johannes Rowold, Juliane Hubert, Frederick Eggert and Melissa Afraz, Sam Sherwood, Adrian Kilercioglu and Ben Egan, Emma Flett, Noémie Broussoux-Coutard and Samantha Bradley of Kirkland & Ellis International LLP acted as legal advisor for TA Associates Management, L.P. J.P. Morgan acted as financial advisor and fairness opinion provider to Nexus AG. WTS Advisory AG has been the Fairness Opinion Provider for Nexus AG.