Voluntary public takeover offer of SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) to the shareholders of Nexus AG

Disclaimer – Legal Notices

You have entered the website which SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) has designated for the publication of documents and information in connection with its voluntary public takeover offer to acquire all shares of Nexus AG.

In order to be permitted access to this website, you are kindly requested to read and acknowledge the following legal notices.

On 5 November 2024, SCUR-Alpha 1766 GmbH (in future: Project Neptune Bidco GmbH) ("Bidder") a holding company controlled by investment funds managed and advised by affiliates of TA Associates Management, L.P., decided to make a voluntary public takeover offer to the shareholders of Nexus AG to acquire all shares of Nexus AG (the "Offer").

On this website you will find the publication of the decision to make the Offer pursuant to Section 10 paras. 1 and 3 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) dated 5 November 2024. This website will also contain the offer document as well as other information regarding the Offer once the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document. All information contained and documents made available on this website are for information purposes only, and to comply with statutory provisions, in particular those contained in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). The Offer will relate to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be subject to review or registration proceedings of any securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such securities regulator.

Shareholders of Nexus AG whose place of residence, seat, or habitual abode is in the United States should note that the Offer will be made in respect of securities of a company that is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), the shares of which are not registered under Section 12 of the Exchange Act. The Offer will be made in the United States of America in reliance on exemptions from certain requirements of the Exchange Act, and is governed principally by disclosure and other regulations and procedures in the Federal Republic of Germany, which are different from those in the United States of America. To the extent that the Offer is subject to the securities laws of the United States of America, such laws only apply to shareholders of Nexus AG whose place of residence, seat, or habitual abode is in the United States of America, and no other person has any claims under such laws.

The Bidder and/or persons acting jointly with the Bidder and/or their subsidiaries may acquire, or make arrangements to acquire, NEXUS AG shares in a manner other than pursuant to the Offer on or off the stock exchange during the Offer's term, provided that such acquisitions or acquisition arrangements are made outside of the United States of America and comply with the applicable German statutory provisions, in particular the WpÜG. Information about such acquisitions or acquisition arrangements will be published in German pursuant to Section 23 para. 2 WpÜG. The information will also be published in a non-binding English translation on this website.

It may be difficult for shareholders of Nexus AG who have their place of residence, seat, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, seat, or habitual abode, in particular since Neptune AG is organized under the laws of the Federal Republic of Germany and registered at a commercial register maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, seat, or habitual abode of the relevant shareholder of Nexus AG. Shareholders of Nexus AG may not be able to sue, in a court in their country of residence, seat, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, seat, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, seat, or habitual abode of the relevant shareholder of Neptune AG.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Offer outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Offer outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America unless in compliance with all applicable domestic and foreign statutory provisions.

An offer to acquire shares in Neptune AG will solely be made pursuant to the terms and conditions of the Offer. The information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Nexus AG, should not be construed as legal, tax, financial, investment, accounting or other advice, or as a recommendation by the Bidder and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms and conditions of the Offer may differ from the basic information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.