DGAP-Adhoc: SLM Solutions Group AG: Increase of the companys share capital by 10% and conclusion of investment agreement with Nikon

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SLM Solutions Group AG: Increase of the companys share capital by 10% and conclusion of investment agreement with Nikon

Luebeck, September 2, 2022 Today, the management board of SLM Solutions Group AG (ISIN shares: DE000A111338, SLM Solutions or the Company) resolved, with the consent of the supervisory board, to increase the Companys registered share capital by approx. 10% against cash contributions, making partial use of the Authorized Capital 2022 (the Capital Increase). The statutory subscription right of the existing shareholders will be excluded in accordance with Section 203 AktG in conjunction with Section 186(3) sentence 4 AktG. The 2,270,172 new shares will be subscribed for exclusively by Nikon AM. AG (Nikon AG) at a price of EUR 20.00 per new share. The Company and Nikon AG have signed a subscription agreement to that effect today.

The Company will receive gross proceeds amounting to approx. EUR 45.4 million from the Capital Increase, which are intended to be used to fund the partial early repayment of convertible bonds due on October 11, 2022 in an amount of EUR 29.8 million as well as ongoing business operations. The new shares, which will carry full dividend rights as of January 1, 2022, are expected to be issued and included in the existing quotation of the Companys shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange by around mid-September 2022.

Separately, based on a resolution passed by the Companys management board with the consent of the supervisory board today, the Company has entered into an investment agreement with Nikon AG and Nikon Corporation (collectively, Nikon), one of the worlds leading suppliers of products and solutions based on advanced opto-electronics and precision technologies, supporting the long-term growth and business strategy of SLM Solutions. In this context, Nikon AG has announced its intention to launch a voluntary public takeover offer (the Takeover Offer) for all outstanding shares of the Company at a price of EUR 20.00 per share (representing a premium of 75% to the XETRA closing price on September 1, 2022 and a premium of 84% on the volume-weighted average share price during the three months prior to the announcement of the Takeover Offer).

In the investment agreement, the Company and Nikon agreed on the terms and conditions of the Takeover Offer. Subject to their fiduciary duties and the review of the offer document to be published by Nikon, the Companys management board and supervisory board have agreed to support the Takeover Offer, as they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders. In the investment agreement, Nikon gave assurance to preserve the existing structure and sites of the SLM Solutions Group. Nikon would also welcome the current management board members to continue their role in the Company.

The Takeover Offer will be conditional upon certain required foreign investment clearances, but will not provide for any minimum acceptance threshold. Nikon AG has informed the Company that it has already secured irrevocable undertakings from the Companys key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLMs founder Hans. J. Ihde (Ceresio). Therefore, Nikon has secured already more than 50% of the Companys share capital on a fully diluted basis.

The final terms and conditions of the Takeover Offer will be set out in the offer document, the publication of which by Nikon is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Within two weeks after the publication of the offer document, the Companys management board and supervisory board will, in accordance with their statutory duties, issue a reasoned opinion, which will be published on the Companys website under https://www.slm-solutions.com/investor-relations-slm/.

In addition to the Takeover Offer to be made to the Companys shareholders, Nikon AG informed the Company that it intends to offer all holders of the Convertible Bonds 2020/2026 (ISIN DE000A289N86), 2021/2026 (ISIN DE000A3H3HP1) and 2022/2026 (ISIN DE000A3MQV02) issued by the Company to acquire their bonds. The terms and conditions of such offer will be set out in a separate offer document to be published by Nikon AG.

Assuming consummation of the Takeover Offer, the holders of the Convertible Bonds 2017/2024 (ISIN DE000A2GSF58) will, due to the acquisition of control by Nikon, have a put right in accordance with the terms and conditions of these bonds, entitling them to declare their bonds due and request their repayment at the principal amount plus accrued interest on an effective date to be set by the Company for that purpose.

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