Nikon AM. AG, DE000A111338

Nikon AM. AG, DE000A111338

02.09.2022 - 08:09:41

Takeover Offer / Target company: SLM Solutions Group AG; Bidder: Nikon AM. AG

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

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? Convenience Translation ?

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PUBLICATION OF THE DECISION TO SUBMIT A VOLUNTARY PUBLIC TAKEOVER OFFER PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 IN CONJUNCTION WITH SEC. 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ?BERNAHMEGESETZ ? WP?G)

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Bidder:

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Nikon AM. AG

Robert-Bosch-Stra?e 11

63225 Langen (Hesse)

Germany

registered with the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 240810?B

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Target Company:

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SLM Solutions Group AG

Estlandring 4

23560 L?beck

Germany

registered with the commercial register of the local court (Amtsgericht) L?beck, Germany under HRB 13827 HL

ISIN: DE000A111338

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Today, on 2?September 2022, Nikon AM. AG (the ?Bidder?), a wholly-owned subsidiary of Nikon Corporation, Tokyo, Japan (?Nikon?), decided to submit a voluntary public takeover offer (freiwilliges ?ffentliches ?bernahmeangebot) in the form of a cash offer (Barangebot) to the shareholders of SLM Solutions Group AG (the ?Company?), to acquire all no-par value bearer shares in the Company, each share representing a proportional amount of EUR?1.00 of the share capital of the Company (ISIN DE000A111338, the ?SLM Shares?), against payment of a cash consideration in the amount of EUR?20.00 per SLM Share (the ?Takeover Offer?).

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The Takeover Offer will be made in accordance with the terms and conditions set forth in the offer document and will be made subject to foreign investment control clearances, no insolvency of the Company, and no capital measures other than certain exceptions. The Takeover Offer will not be subject to a minimum acceptance threshold.

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Also today, the Bidder and Nikon entered into an investment agreement with the Company, which governs the principal terms and conditions of the Takeover Offer as well as the mutual intentions and understandings with regard to the future governance of the Company.

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In addition, the Bidder decided today to make a separate public offer not regulated under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und ?bernahmegesetz, (?Wp?G?)) to the holders of certain convertible bonds issued by the Company, namely in respect of (i)?the convertible bonds issued by the Company on 15 July 2020 in the amount of EUR 15,000,000.00, with ISIN DE000A289N86 (the ?Convertible Bonds 2020/2026?), (ii) the convertible bonds issued by the Company on 23 April 2021 in the amount of EUR 15,000,000.00, with ISIN DE000A3H3HP1 (the ?Convertible Bonds 2021/2026?) as well as (iii)?the convertible bonds issued by the Company on 14 June 2022 in the amount of EUR 30,213,000.00, with ISIN DE000A3MQV02 (the ?Convertible Bonds 2022/2026?, and together with the Convertible Bonds 2020/2026 and the Convertible Bonds 2021/2026, the ?Convertible Bonds Due 2026?) (the ?Convertible Bonds Offer? and together with the Takeover Offer, the ?Offers?). The Bidder intends to offer a consideration in cash of (i)?EUR 2,960.00 per Convertible Bond 2020/2026 in a nominal amount of EUR 1,000, (ii)?EUR 2,580.00 per Convertible Bond 2021/2026 in a nominal amount of EUR 1,000, and (iii)?EUR 2,280.00 per Convertible Bond 2022/2026 in a nominal amount of EUR 1,000. The Convertible Bonds Offer is expected to be made subject to the same conditions and is intended to run on the same timetable as the Takeover Offer. Otherwise, the Convertible Bonds Offer will be made on the terms and conditions set forth in the respective offer document.

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The offer documents for the Takeover Offer and the Convertible Bonds Offer (in the German language and a non-binding English translation thereof) and other information relating to the Offers will be published on the internet at www.dm-offer.com.

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Important Notice:

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This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the Takeover Offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Takeover Offer from the basic information described herein. Investors and holders of shares of the Company are strongly advised to read the offer document and all announcements in connection with the Takeover Offer as soon as they are published, since they contain or will contain important information.

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The Takeover Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the Wp?G, and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Takeover Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors and holders of securities of the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

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The terms and conditions of the Convertible Bonds Offer will be published in the offer document for the Convertible Bonds Offer on or about the time as the offer document for the Takeover Offer will be published. The Convertible Bonds Offer will not be subject to the Wp?G and will not be reviewed by the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht). Investors and holders of Convertible Bonds Due 2026 are strongly advised to read the relevant documents regarding the Convertible Bonds Offer published by the Bidder when they become available because they will contain important information.

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The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares of the Company or Convertible Bonds Due 2026 outside the Offers on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares of the Company or Convertible Bonds Due 2026 acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

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To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words ?expect?, ?believe?, ?estimate?, ?intend?, ?aim?, ?assume? or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

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In addition, holders of shares of the Company or Convertible Bonds Due 2026 subject to the Offers are strongly recommended to seek independent advice in order to reach an informed decision in respect of the content of such offer documents and with regard to the Offers.

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The publication, sending, distribution or dissemination of this announcement in certain jurisdictions other than the Federal Republic of Germany and the United States of America may be governed by laws of jurisdictions other than the Federal Republic of Germany and the United States of America in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in the Federal Republic of Germany or the United States of America or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, the laws of such other jurisdictions.

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If you are a resident of the United States, please read the following:

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The Offers will be made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the U.S., although the Offers will be made in reliance on, and compliance with, Section?14(e) of the United States Securities Exchange Act of 1934 and Regulation?14E thereunder.

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Langen (Hesse), 2?September 2022

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Nikon AM. AG

02.09.2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at www.dgap.de

Language: English Listed: Zielgesellschaft: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, D?sseldorf, Hamburg, Hannover, M?nchen, Stuttgart, Tradegate Exchange ? End of News DGAP News Service

1433867??02.09.2022?CET/CEST

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