EQS-Adhoc: artnet AG: SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH) announces takeover and delisting offer based on an investment and delisting agreement with artnet AG

Key word(s): Takeover offer; Delisting

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH) announces takeover and delisting offer based on an investment and delisting agreement with artnet AG

New York/Berlin, 27 May 2025 – Today, SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH), Munich, Germany ("Bidder"), an investment company advised by Beowolff Capital Management Ltd, London ("Beowolff Capital"), has published its decision to launch a voluntary public takeover and delisting offer to the shareholders of artnet AG ("Company") to acquire all no-par value registered shares of the Company ("artnet Shares") (ISIN: DE000A1K0375) in accordance with the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz) ("Offer"). Beowolff Capital is a private investment firm with Chief Executive Officer Andrew E. Wolff and Chief Investment Officer Jan Petzel.

The Bidder intends to offer the shareholders of the Company a cash consideration in the amount of EUR 11.25 per artnet Share. In accordance with section 39 para. 3 sentence 1 of the German Stock Exchange Act (Börsengesetz), the Offer will not be subject to any closing conditions. The final terms of the Offer can be found in the offer document, the publication of which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

In connection with the offer announcement, the Company and the Bidder have today entered into an investment and delisting agreement. In this agreement, the Company and the Bidder have agreed that, subject to customary conditions and caveats, the Company will (i) support the Offer, (ii) apply for the revocation of the admission of the artnet Shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with effect as of the end of the additional acceptance period of the Offer (Delisting) and (iii) take all commercially reasonable steps and measures to terminate the inclusion of the artnet Shares in trading on the open market.

In addition, the Bidder and certain shareholders of the Company have today entered into (i) irrevocable undertakings pursuant to which such shareholders have undertaken to accept the Offer for their artnet Shares, and (ii) share purchase agreements for the acquisition of artnet Shares by the Bidder at a price equal to the Offer Price, including for 18.6% of all artnet Shares held by Andrew E. Wolff, a person acting jointly with the Bidder. The irrevocable undertakings and the share purchase agreements together relate to artnet Shares representing in aggregate approx. 65 % of the Company's share capital and voting rights.

In accordance with their statutory obligations, the Company's management board and the supervisory board will issue and publish a reasoned statement on the Offer after publication of the offer document by the Bidder.

Contact:

artnet AG

– Investor Relations –

Sophie Neuendorf (Vice President)

sneuendorf@artnet.com

Contact:
Moritz Bauer
SENIOR DIRECTOR, INVESTOR RELATIONS