SLM SOLUTIONS GROUP

AM3D
Delayed Xetra - 11:36 2022-12-02 am EST
17.60 EUR +0.46%

SLM : Takeover Presentation

09/02/2022 | 07:28am

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September 2, 2022

1

DISCLAIMER

This Presentation has been produced by SLM Solutions Group AG ("SLM Solutions", "SLM" or the "Company"), has not been verified independently, and is provided for information purposes only.

This document contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which the Company operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements, including assumptions, opinions and views of the Company or cited from third party sources, contained in this Presentation are solely opinions and forecasts which are uncertain and subject to risks. A multitude of factors can cause actual events to differ significantly from any anticipated development. Neither the Company nor any other person guarantees that the assumptions underlying such forward-looking statements are free from errors, and neither the Company nor any other person accepts any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments.

No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its affiliates nor any of their respective officers, employees or advisers accepts any liability whatsoever arising directly or indirectly from the use of this document.

By reviewing this Presentation, you acknowledge that you will be solely responsible for your own assessment of the Company, the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

This Presentation speaks as of September 2, 2022. Nothing shall under any circumstances create any implication that there has been no change in the affairs of the Company since such date. The Company disclaims any obligation to update or revise any statements, in particular forward-looking statements, to reflect future events or developments.

This Presentation is not a securities prospectus and does not contain all information with regard to the Company and/or its securities that may be essential to make an investment decision with respect to the Company's securities. An investment decision must be based solely on any related securities prospectus that is made available on the Company's website in the future. Such prospectus will also include a description of the risks specific to the situation of the Company and/or the offered securities which are material for the taking of any investment decisions.

This Presentation does not constitute or form part of and should not be construed as an offer or invitation or recommendation to, purchase or sell or subscribe for, or as any solicitation of any offer to purchase or subscribe for, any securities of the Company, in any jurisdiction. Neither this Presentation, nor any part thereof or anything contained or referred to therein, should form the basis of or be relied on in connection with, or serve as an inducement in relation to, a decision to purchase or subscribe for or enter into any contract or make any other commitment whatsoever in relation to any such securities.

The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state in the United States of America and may not be offered or sold in the United States of America, except pursuant to an applicable exemption from registration.

2

Transaction Overview

Key Items

Terms of the Offer

• Voluntary all-cash public takeover offer by Nikon at EUR 20.00 per SLM share for all

outstanding shares

Offer Price

• Premium of 75% to SLM's undisturbed XETRA closing share price of EUR 11.40 as of

1 Sep 2022

• Premium of 84% to SLM's 3-month average volume-weighted share price of EUR 10.89 as

of 1 Sep 2022

• Binding commitments by Elliott Advisors (UK) Limited (Cornwall), ENA Investment Capital as

Irrevocable Commitments

well as Hans J. Ihde

• Nikon securing more than 50% of SLM's total share capital on a fully diluted basis1

• No minimum acceptance threshold

Offer Conditions

• No anti-trust approvals required

• Completion of transaction contingent on foreign investment control clearance and further

customary conditions

• Concurrent capital increase of 10% without subscription rights

• Conclusion of capital increase independent of the closing of the takeover offer

Capital Increase

• Nikon to fully subscribe to the capital increase at the offer price of EUR 20.00

• Gross proceeds of EUR 45.4 million to be used for the partial repayment of Convertible Bonds

2017/2024 as well as funding ongoing business operations including investment for product

development

1. The number of fully diluted shares is calculated by adding the number of issued common shares, the number of shares to be issued through the Third-Party Allotment, and

3

the number of additional shares assuming that all in-the-money convertible bonds are converted into common shares

Estimated Timeline/Next Steps

Mid Sep 2022

Early Oct 2022

Mid Nov 2022

Closing of

Joint reasoned statement

Expiry of Further

Capital Increase

by Supervisory Board and

Acceptance Period

Management Board

2 Sep 2022

End of Sep 2022

End of Oct 2022

-

Conclusion of irrevocable undertakings

Publication of Offer

Expiry of Acceptance

with key shareholders

Document

Period

-

Conclusion of Subscription Agreement

and Business Combination Agreement

-

Announcement of intention to launch

voluntary public takeover offer

Note: All dates are estimates only and can vary depending on progression of transaction

4

Q&A

Disclaimer

SLM Solutions Group AG published this content on 02 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 September 2022 11:27:21 UTC.

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