RCS - artnet AG - Acceptance of the voluntary public takeover

Artnet AGAnnouncement

22/07/2025 18:30

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RNS Number : 1255S  artnet AG  22 July 2025

Management board and supervisory board of artnet recommend the acceptance of
the voluntary public takeover and delisting offer of Leonardo Art Holdings
GmbH

·     Joint reasoned statement of the management board and the
supervisory board on the voluntary public takeover and delisting offer of
Leonardo Art Holdings GmbH published

·     The management board and supervisory board support the Offer which
is in the best interest of artnet and its stakeholders, and recommend the
shareholders of artnet to accept the Offer

·      Offer price of EUR 11.25 per share considered to be adequate

·      Delisting upon expiry of the further acceptance period of the
Offer

Berlin/New York, July 22, 2025 - Today, the management board and the
supervisory board of artnet AG ("artnet" or "Company") published their joint
reasoned statement pursuant to Section 27 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -
"WpÜG") on the voluntary public takeover and delisting offer of Leonardo Art
Holdings GmbH ("Bidder") ("Offer") to all shareholders of artnet ("Reasoned
Statement"). The Bidder is a holding company which is advised by Beowolff
Capital Management Ltd. ("Beowolff Capital").

After having independently and carefully reviewed and evaluated the offer
document for the Offer published by the Bidder, the management board and the
supervisory board support the Offer which is in the best interest of artnet
and its stakeholders and recommend all shareholders of artnet to accept the
Offer.

The management board and the supervisory board both welcome the economic and
strategic intentions of the Bidder as laid out in the offer document. The
Bidder has reaffirmed its intention to establish a long-term and stable
ownership structure for artnet. The intention of this structure is to enable
the Company to pursue its strategic roadmap more effectively outside the
constraints of the capital market, by accelerating growth in all core segments
through the expertise of artnet's management in collaboration with Beowolff
Capital. The necessary revocation of the admission of artnet's shares ("artnet
Shares") to trading on the regulated market of the Frankfurt Stock Exchange
("Delisting") is intended, in particular, to enable artnet to significantly
save costs incurred in connection with the stock exchange listing, to reduce
regulatory expenses and to free up management capacity currently tied up by
the stock exchange listing. The basis for the Delisting is the investment and
delisting agreement concluded between artnet and the Bidder on May 27, 2025,
which stipulates the essential provisions of the Offer, with particular regard
to the Delisting, as well as the common intentions and the common
understanding with regard to the future cooperation and strategy.

Further, the management board and the supervisory board consider the offer
price of EUR 11.25 per artnet Share to be adequate. In assessing the adequacy
of the offer price, the management board and the supervisory board have been
advised by RSM Ebner Stolz who has issued a fairness opinion confirming the
adequacy of the offer price from a financial point of view which is attached
to the Reasoned Statement.

The Bidder has already secured  a stake of more than 89% of the artnet Shares
through share purchases and binding agreements with shareholders.

The acceptance period for the Offer during which the shareholders of artnet
can tender their shares has commenced with the publication of the offer
document on July 8, 2025 and will end on August 5, 2025, 24:00 hrs (local
time Frankfurt/Main) / 18:00 hrs (local time New York). Shareholders of
artnet may accept the Offer via their depositary bank. Shareholders are
advised to contact their respective depositary bank to tender their artnet
Shares. As a voluntary public takeover and delisting offer, the offer is not
subject to any offer conditions. Further details regarding the Offer can be
found in the offer Document of the Bidder, which is available on the
website www.leonardo-offer.com
(https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d0dd14a8d0574aa45b29afe745f2eb93&application_id=2173126&site_id=airport_aws~~~7cc68db1-74de-43c8-af69-2ae0a97efdc3&application_name=news)
.

Subject to the fiduciary duties of the management board, the Company has
committed itself to file the application for the Delisting with the Frankfurt
Stock Exchange no later than two (2) business days following the publication
pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG with a view to
effectuate the Delisting at the latest at the time of expiration of the
additional acceptance period of the Offer and in accordance with any timing
requirements imposed by the German Federal Financial Supervisory Authority and
the Frankfurt Stock Exchange. Further, the Company has committed itself in the
investment and delisting agreement to refrain from submitting any applications
for admission of the artnet Shares to a regulated market of a stock exchange
or from taking any action that cause or support the inclusion of artnet Shares
in the open market of a stock exchange or another multilateral trading
facility or organized trading facility within the meaning of the Market Abuse
Regulation

The Reasoned Statement is published on the website of artnet
at www.artnet.com/investor-relations/
(https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=31868023c2e1d4fab5723c9bf18e77a3&application_id=2173126&site_id=airport_aws~~~7cc68db1-74de-43c8-af69-2ae0a97efdc3&application_name=news)
 in section "Takeover and Delisting Offer". Copies of the Reasoned Statement
as well as any additions and/or additional statements on possible amendments
to the Offer will also be made available free of charge at the Company (artnet
AG, Niebuhrstraße 78, 10629 Berlin, Germany) (order also possible by calling
+49 (0)30 209 178-0 or by sending a fax to +49 (0)30 209 178-29 or by sending
an e-mail to ir@artnet.com, in each case providing a complete postal address
for mailing or an e-mail address).

The Reasoned Statement, any additions and/or additional statements on possible
amendments to the Offer are published in German and in a non-binding English
translation. Only the German versions are authoritative.

The Management Board and the Supervisory Board point out that only the
Reasoned Statement is authoritative. The information in this press release
does not constitute an explanation or addition to the contents in the Reasoned
Statement.

Contact:

artnet AG

- Investor Relations -

Sophie Neuendorf (Vice President)

sneuendorf@artnet.com

 

 

 

 

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