EQS-News: Beowolff Capital Announces to Launch Voluntary Public Takeover and Delisting Offer for artnet AG

Press Release

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

 

 

Beowolff Capital Announces to Launch Voluntary Public Takeover and Delisting Offer for artnet AG

 

• The Offer is based on an investment and delisting agreement entered into today between Beowolff Capital and artnet which sets forth the joint strategy for artnet in a private ownership setting
• Offer provides for an all-cash consideration of €11.25 per artnet share, representing a significant premium of c. 97% to the undistorted XETRA closing share price of artnet on March 3, 2025
• Beowolff Capital has already secured a stake of 65% of artnet’s entire share capital
• Envisaged transaction would establish Beowolff Capital as a premier investment entity that aims to expand the art market among both buyers and sellers
• Shareholders of artnet have the opportunity for immediate value crystallization by tendering their shares into the takeover offer with a significant premium before the delisting
• artnet’s Management Board and Supervisory Board welcome the offer and appreciate Beowolff Capital’s decision to support artnet’s long-term development in a private ownership setting with a stable, long-term shareholder

 

Berlin, Germany/New York, USA/London, U.K. – May 27, 2025: SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH), an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today signed an investment and delisting agreement with artnet AG (“artnet”) and published its intention to launch a voluntary public takeover and delisting offer (the “Offer”) for artnet. Beowolff Capital offers artnet shareholders €11.25 in cash per artnet share (the “Offer Price”). The Offer Price implies a significant premium of c. 97% to the XETRA closing share price of artnet on March 3, 2025, the last trading day prior to the publication of an ad-hoc notification of artnet’s major shareholder Weng Fine Art AG about a potential takeover offer for artnet by an interested party for an offer price of €11.00, and c. 56% to the volume weighted share price of €7.20 in the three-month period preceding such date. It further implies a premium of c. 38% to the XETRA closing share price of artnet on April 10, 2025, the last trading day prior to the publication of an ad-hoc publication of artnet about ongoing negotiations about a potential takeover offer for artnet for an offer price of at least €11.00.

 

artnet is a leading data, media, and digital marketplace provider to the international art market. Founded in 1989 by Hans Neuendorf, artnet has revolutionized the way collectors, professionals, and art market enthusiasts discover, research, and collect art today. artnet has 67 million unique users annually, making it the largest global platform for fine art.

 

Beowolff Capital is a private investment firm which combines long-term, value-added partner capital with its own balance sheet and founder capital to take substantial positions in a highly concentrated portfolio of investments. It employs its proprietary digital, data, and artificial intelligence capabilities to grow its companies, generate substantial investment returns, and make the world a better place.

 

The Offer for artnet follows Beowolff Capital’s recent majority investment in Artsy, the largest online marketplace for discovering and buying fine art. These two transactions are foundational steps toward the creation of a portfolio of market-leading companies to enhance scale and drive collaboration and profitability.

 

Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “The digital art market is ripe for accelerated innovation. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools. Our platform will deliver next-generation products, better serve all market participants, and make art more accessible to everyone.”

 

Through the proposed transaction Beowolff Capital would enable artnet in a private ownership setting to enhance its strong commercial proposition to its customers and deepen the competitive position of its database, media, and marketplace business lines.

 

Jan Petzel, Chief Investment Officer of Beowolff Capital, added: “artnet represents a compelling opportunity that aligns perfectly with our goal of building an interconnected art market. The strength of the artnet brand and scale of its global reach are significant, and we intend to further develop and enhance its value proposition.”

 

Jacob Pabst, Chief Executive Officer of artnet, stated: “This transaction comes at a pivotal moment for artnet’s innovation and product development. I am deeply proud of the artnet team, whose dedication and hard work have been instrumental in driving our global expansion. It’s incredibly rewarding to see their efforts recognized, as this will finally allow us to accelerate the initiatives they have worked so hard to build. Beowolff Capital’s long-standing support of artnet gives me confidence in their commitment and optimism for our partnership. We believe that the proposed transaction offers our customers new opportunities to strengthen their businesses and deepen their patronage of the arts.”

 

Furthermore, both the Management Board and Supervisory Board of artnet welcome the Offer and appreciate the constructive dialogue with Beowolff Capital. They believe that it presents an opportunity to support the company’s long-term development in a more stable, private environment, while also offering artnet’s shareholders an opportunity to crystallize the value of their investment.

 

Key transaction details

Beowolff Capital will finance the Offer on an all-equity basis and does not require external financing or debt. Beowolff Capital has already secured a stake of 65% in artnet's entire share capital through irrevocable undertakings and share purchase agreements, including with Weng Fine Art AG.

 

In addition, Beowolff Capital and artnet are convinced that artnet would be best positioned in a private ownership setting with a stable, long-term shareholder. This would allow it to accelerate its business strategy away from the volatility and costs of a public market listing and short-term earnings pressures. In connection with the offer announcement, Beowolff Capital and artnet have today entered into an investment and delisting agreement. In this agreement, Beowolff Capital and artnet have agreed that, subject to customary conditions and caveats, artnet will support the Offer, 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 take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting from the regulated market will also terminate artnet’s comprehensive financial reporting obligations and capital market publication requirements. Prior to the delisting, shareholders of artnet have the opportunity for value crystallisation by tendering their shares into the Offer.

 

Next steps

The Offer will not be subject to any conditions and otherwise be made on, and subject to, the terms set out in the offer document for the Offer (“Offer Document”), which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the Offer Document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The Offer Document (once available) and other information relating to the Offer will be published on the following website: www.leonardo-offer.com.

 

Advisors

Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction. artnet is advised by Noerr as legal advisor on this transaction.

 

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About the Beowolff Capital team

Andrew Wolff is the Chief Executive Officer of Beowolff Capital. He has been a private market investor for 30 years in the United States, Europe, and Asia. He spent the bulk of his career at Goldman Sachs, where he was most recently the Global Co-Head of the Merchant Banking Division and the Global Co-Head of the Corporate Equity Investing business. Andrew also served as the Co-CIO of Goldman Sachs’ flagship private equity funds. He was named partner in 2006. Andrew earned a B.A. in Philosophy from Yale University, and a J.D. and M.B.A. from Harvard Law and Business Schools.

 

Jan Petzel is the Chief Investment Officer of Beowolff Capital, with 27 years of experience investing in and building businesses across Europe, the United States, and Asia. He started his career at McKinsey & Company, helping clients drive cross-border integrations, organizational transformations, and sales growth. In 2003, Jan joined Goldman Sachs’ Merchant Banking Division, rising to Managing Director in 2011 and later leading Private Credit for Germany and Northern Europe. Since leaving Goldman Sachs, he has invested his own and third-party capital into the clean tech and fintech sectors. Jan holds a Master of Engineering from ETH Zurich, was a visiting scholar at MIT, and earned his M.B.A. at Harvard Business School.

 

To find out more, visit: www.beowolff.com.

 

 

Contact

For media inquiries, please email: leonardo-offer@brunswickgroup.com.

 

 

About artnet AG

artnet was founded by Hans Neuendorf, an internationally renowned art dealer. He spearheaded data and transparency in the art market and guided the company to its internationally acclaimed position today. Under the leadership of Jacob Pabst, the Company now has an unparalleled 67 million users annually, making it the largest global platform for fine art. Founded in 1989, artnet has revolutionized the way people discover, research, and collect art today. artnet’s Data provides mission-critical resources for the art industry, encompassing more than 18 million auction results and AI- and ML-driven analytics, further driving transparency and insight into the art market. artnet’s marketplace connects leading galleries and auction houses with its global audience, offering a curated selection of over 290,000 artworks for sale worldwide. artnet Auctions, the pioneering online-only auction platform, offers unprecedented reach, liquidity, and efficiency for buyers and sellers. artnet News covers the events, trends, and people shaping the global art market with up-to-the-minute analysis and expert commentary. It is the single most-read news publication in the fine art industry, with a rapidly growing, dedicated audience. Together, artnet’s broad synergistic product offering provides a comprehensive ecosystem that drives and informs the modern art market.

 

artnet AG is listed in the General Standard of the regulated market of the Frankfurt Stock Exchange. The majority of operations are headquartered in New York at its wholly-owned subsidiary, artnet Worldwide Corporation, a New York based entity founded in 1989. artnet Worldwide Corp. owns a London based subsidiary, artnet UK Ltd.

 

To find out more, visit: https://www.artnet.com.

 

 

Contact

For media inquiries, please email: ir@artnet.com.

 

 

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in artnet AG. The Offer itself as well as its provisions and other regulations concerning the Offer will be set out in the Offer Document in detail after BaFin has approved the publication of the Offer Document. Shareholders of artnet AG are advised to thoroughly read the Offer Document and all other relevant documents regarding the offer upon their availability since they will contain important information. The Offer will solely be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities law of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.