Management Board and Supervisory Board of SLM Solutions recommend shareholders to accept takeover offer by Nikon

Lübeck, October 11, 2022 | Press release

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

• Offered consideration of EUR 20 per share is fair, adequate and attractive taking into account all relevant key figures
• Takeover offer by Nikon is in the best interest of SLM Solutions and all stakeholders 
• SLM Solutions Management Board and Supervisory Board recommend to shareholders to tender their shares
• Key shareholders Elliott, ENA and Hans J. Ihde support the takeover offer and have irrevocably committed to tender their shares
• Nikon’s tender offer ends November 1, 2022

The Management Board and the Supervisory Board of SLM Solutions Group AG ("SLM Solutions") today published a Joint Reasoned Statement on the voluntary public takeover offer by Nikon AM. AG, a subsidiary wholly owned by Nikon Corporation ("Nikon"), pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG"). In this statement, both boards conclude that the takeover offer by Nikon is in the best interest of SLM Solutions, its shareholders and other stakeholders. The Management Board and the Supervisory Board have independently and thoroughly analyzed the terms of the offer and have taken into account both the strategic benefit as well as the consideration offered.

As part of the analysis of the adequacy of the offer, the Management Board and the Supervisory Board of SLM Solutions have also taken into account a fairness opinion provided by Citigroup Global Markets.

The offer price represents a 75% premium to the XETRA closing price of SLM Solutions’ shares on September 1, 2022 of EUR 11.40, and an 84% premium over the XETRA last 3-month volume-weighted average price of SLM Solutions’ share of EUR 10.89.

Nikon has obtained binding commitments from SLM Solutions’ key shareholders Elliott Advisors UK Limited (Cornwall), ENA Investment Capital and SLM Solutions’ founder Hans J. Ihde to support the transaction by way of irrevocable tender commitments comprising all SLM Solutions shares and SLM Solutions convertible bond securities due in 2026 held by them. 

Based on the analysis, the Management Board and the Supervisory Board consider the offer price of EUR 20 per SLM Solutions share offered by Nikon as fair, adequate and attractive. Both boards recommend shareholders to accept the offer by Nikon. The members of the SLM Solutions Management Board and the Supervisory Board have committed to tender their shares into the takeover offer.

SLM Solutions is convinced this transaction will further enhance SLM Solutions’ ability to stay at the forefront of metal Additive Manufacturing and enhance its leadership position in delivering superior products and solutions to its customers. Through this transaction, SLM Solutions will help Nikon drive its digital manufacturing strategy and benefit from Nikon’s vast deep technology experience.

Shareholders are able to accept Nikon's offer and tender their shares via their custodian bank since the publication of the offer document on September 30, 2022. The acceptance period is expected to end on November 1, 2022, at 24:00 CET. The success of the offer is conditional upon fulfilment of a limited set of closing conditions. Completion is contingent on foreign investment control clearances and certain further customary conditions as outlined in the takeover offer document. The transaction is not subject to a minimum acceptance threshold and does not require anti-trust approvals.

The detailed terms and conditions of the offer as well as the closing conditions can be found in the takeover offer document of Nikon, published on September 30, 2022.

The Joint Reasoned Statement of the Management Board and the Supervisory Board of SLM Solutions on the voluntary takeover offer of Nikon to the shareholders of SLM Solutions published on October 11, 2022 is available free of charge at SLM Solutions Group AG, Investor Relations, Estlandring 3, 23560 Lübeck (phone: +49 451 4060-3000; fax: +49 49 451 4060-3250; email: ir(at)slm-solutions.com).

In addition, the Joint Reasoned Statement has been published on SLM Solutions’ website www.slm-solutions.com (in the section “Investor Relations”). The Joint Reasoned Statement and any additions and/or additional statements on possible amendments to the takeover offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

About SLM Solutions

SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal Additive Manufacturing in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer's needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.

SLM Solutions is a publicly-traded company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.

Further information is available on www.slm-solutions.com

About Nikon

Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as products for the healthcare field. In the future, we will take advantage of Nikon's core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in the medium- to long-term.

Nikon is a publicly traded company, headquartered in Japan, with offices around the world.

Further information is available at www.nikon.com

Disclaimer
This release contains statements on the future development of SLM Solutions. These forward-looking statements are based on the current expectations, presumptions, and forecasts of the Management Board as well as the information available to it to date and have been prepared to the best of its knowledge and belief. No guarantee or liability for the occurrence of the future developments and results specified can be assumed in respect of such forward-looking statements. Rather, future developments and results are dependent on a number of factors. They entail risks and uncertainties beyond SLM Solutions’ control and are based on assumptions that could prove to be incorrect. Notwithstanding any legal requirements to adjust forecasts, SLM Solutions does not assume any obligation to update the forward-looking statements contained in this release.

Citigroup Global Markets Europe AG ("Citi"), which is authorised and regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") and Bundesbank, is acting as financial adviser for SLM Solutions and no one else in connection with the proposed transaction and will not be responsible to anyone other than SLM Solutions for providing the protections afforded to its clients for providing advice in relation to the proposed transaction or in relation to the contents of this announcement or any other matters referred to herein.