Lübeck (pta/10.02.2023/12:10 UTC+1)
Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014
Luebeck, February 10, 2023 – Today, the management board of SLM Solutions Group AG (ISIN shares: DE000A111338, "SLM Solutions" or the "Company") has received the formal request by Nikon AM. AG pursuant to Section 62(1) and (5) sentence 1 of the German Transformation Act (Umwandlungsgesetz – "UmwG") in conjunction with Sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to carry out the procedure for the transfer of the shares of the minority shareholders of the Company in return for an appropriate cash compensation in connection with a merger of SLM Solutions into Nikon AM. AG by absorption (so-called merger squeeze-out) and, for this purpose, to have the general shareholders' meeting of the Company pass a resolution on the transfer of the shares of the minority shareholders to Nikon AM. AG within three months upon conclusion of the merger agreement.
The merger agreement shall contain a statement pursuant to Section 62(5) sentence 2 UmwG that, in the context of the merger, a squeeze-out of the minority shareholders of SLM Solutions as transferring entity shall occur. The amount of the appropriate cash compensation that Nikon AM. AG will grant to the other shareholders of the Company for the transfer of the shares will be notified by Nikon AM. AG at a later date.
According to its own information, Nikon AM. AG holds 23,375,890 shares corresponding to approximately 90.8% of the Company's share capital and voting rights. Therefore, Nikon AM. AG is the main shareholder within the meaning of Section 62(1) and (5) sentence 1 UmwG.
The effectiveness of the merger squeeze-out is still subject to the resolution by the general shareholders' meeting of the Company and the registration of the transfer resolution and the merger in the commercial register at the registered seat of the Company and Nikon AM. AG, respectively.
SLM Solutions intends to put the requested transfer resolution on the agenda of the next ordinary general shareholders' meeting of the Company. Nikon AM. AG has reserved the right to revoke its transfer request until the time of the announcement of the agenda of the general shareholders' meeting of the Company regarding the resolution on the transfer of the shares of the minority shareholders to the main shareholder.
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SLM Solutions Group AG
|Contact Person:||Jacob Sreekumaran|
|Phone:||+49 451 4060 3122|
|Stock Exchange(s):||Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Hamburg, Hannover, Munich, Stuttgart, Tradegate|