Marcel Lux III Sarl entered into a transaction framework agreement to acquire the remaining 21.02% stake in SUSE S.A. (XTRA:SUSE) for approximately ?570 million in a voluntary tender offer transaction on August 17, 2023. The offer price per SUSE share to be paid by Marcel will be ?16.00 less the gross amount per SUSE share of an interim dividend to be paid by SUSE to all shareholders. The offer price ?16.00 represents a premium of approximately 67 percent on the XETRA closing share price of ?9.605 on August 17, 2023. The interim dividend amount (and therefore the offer price) will only be determined after the end of the acceptance period based on the acceptance ratio for the Offer. Marcel LUX III holds approximately 79% of the shares in SUSE. The Offer is intended to be financed by the Interim Dividend received by the Bidder on the SUSE Shares held by it. Marcel intends to take the company private by delisting it from the Frankfurt Stock Exchange via a merger into an unlisted Luxembourg entity in the legal form of an S.A. SUSE?s Management Board and Supervisory Board support the strategic opportunity from delisting of the company as it will allow SUSE to focus fully on its operational priorities and execution of its long-term strategy. The Merger is intended to be resolved in an extraordinary shareholders? meeting of SUSE to be held in the fourth calendar quarter of 2023 following the consummation of the Offer. Under the Merger, all remaining SUSE Shareholders will receive one share in New SUSE per SUSE Share. Post completion of the acquisition, the Bidder does not intend to pursue a squeeze-out. The completion of the Offer will only be subject to receipt by Marcel of an interim dividend for the SUSE shares held by it which is sufficient to fund the offer price for all tendered SUSE shares and certain transaction costs incurred by it. Settlement of the Offer will not be subject to any regulatory clearances and Settlement of the Offer is expected to occur in the first half of October 2023. As of October 13, 2023, SUSE will hold an Extraordinary General Meeting on November 13, 2023. The merger is carried through with accounting effect from November 1, 2023.

BofA acted as financial advisor to EQT AB. Arma Partners LLP acted as a financial advisor to EQT AB (publ).

Marcel LUX III SARL completed the acquisition of remaining 21.02% stake in SUSE S.A. (XTRA:SUSE) on November 13, 2023.