Silver Lake Technology Management, L.L.C. made an offer to acquire Software Aktiengesellschaft (XTRA:SOW) from Software AG Stiftung, Rocket Software International (Uk) Limited and other shareholders for ?2.2 billion on April 21, 2023. The offer price is ?30 cash per share. As of May 4, 2023, offer price has been extended to ?32 cash per share. The Offer is subject to an acceptance threshold of 50 percent plus one share and further customary conditions, including regulatory clearances. As of April 28, 2023 Silver Lake said in a regulatory disclosure that it had acquired a 5% stake in Software AG at or below its acquisition bid of ?30 per share from existing shareholders. The transaction is fully funded with equity and debt financing in place. As of June 13, 2023, Silver Lake today waived the minimum acceptance threshold of its voluntary public tender offer for all outstanding shares, Silver Lake has acquired 31% stake. As of July 3, 2023, Silver Lake has acquired 63.44% stake in Software Aktiengesellschaft. As of July 20, 2023, Silver Lake has acquired 84.29% stake in Software Aktiengesellschaft. The offer period has been extended to June 28, 2023. As of July 3, 2023, The offer period has been extended to July 17, 2023. The offer has been approved by the European Commission on June 28, 2023. As of July 20, 2023, Transaction is still subject to regulatory approvals and is expected to close in fourth quarter of 2023.

PJT Partners is acting as financial advisor and Christian Vogel, Dominik Heß, George Hacket, Bettina Steinhauer, Marc Besen, Dimitri Slobodenjuk and Stefan Simon Clifford Chance is acting as legal advisor to Software AG. Gleiss Lutz is acting as legal advisor to the Supervisory Board. In light of Silver Lake?s role on the Supervisory Board, Christian Lucas and James Whitehurst have recused themselves from the process and an independent Takeover Committee consisting of Madlen Ehrlich, Oliver Collmann and Ursula Soritsch-Renier has been created. JPMorgan Chase & Co. acted as financial advisor for Silver Lake Technology Management, L.L.C. ?1 billion of debt financing committed by JP Morgan. James R. Howe, Chris Vallance and Katherine M. Krause,Kenneth Wallach, Hui Lin and Jonathan Lindabury, Sinéad O'Shea and Shahpur Kabraji, Jonathan Karen and Jordan Cross, and Étienne Renaudeau of Simpson Thacher & Bartlett LLP acted as legal advisor to Silver Lake Technology Management. Allen & Overy LLP acted as legal advisor to Software Aktiengesellschaft. BofA acted as financial advisor to Rocket Software International (Uk) Limited.

Silver Lake Technology Management, L.L.C. completed the acquisition of 85.1% stake in Software Aktiengesellschaft (XTRA:SOW) from Software AG Stiftung, Rocket Software International (Uk) Limited and other shareholders on September 28, 2023. On September 15, 2023, Silver Lake had obtained the last outstanding merger control clearance and therefore the final closing condition of the tender offer was fulfilled. After the fulfilment of all closing conditions, Silver Lake announced the settlement of the tender offer. As of December 18, 2023, Silver Lake decided to offer to the shareholders of Software Aktiengesellschaft ("SAG") by way of a public delisting tender offer ("Delisting Offer") to acquire all no-par value registered shares in SAG with a proportionate interest in the share capital of ?1.00 per share ("SAG Shares"). The Bidder intends to offer a cash consideration in the amount of ?32 per SAG Share ("Offer Price"). The Delisting Offer will not be subject to completion conditions.