EQS-News: Management board and supervisory board of artnet recommend the acceptance of the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH

Management board and supervisory board of artnet recommend the acceptance of the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH

• Joint reasoned statement of the management board and the supervisory board on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH published
• The management board and supervisory board support the Offer which is in the best interest of artnet and its stakeholders, and recommend the shareholders of artnet to accept the Offer
• Offer price of EUR 11.25 per share considered to be adequate
• Delisting upon expiry of the further acceptance period of the Offer

Berlin/New York, July 22, 2025 – Today, the management board and the supervisory board of artnet AG ("artnet" or "Company") published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH ("Bidder") ("Offer") to all shareholders of artnet ("Reasoned Statement"). The Bidder is a holding company which is advised by Beowolff Capital Management Ltd. ("Beowolff Capital").

After having independently and carefully reviewed and evaluated the offer document for the Offer published by the Bidder, the management board and the supervisory board support the Offer which is in the best interest of artnet and its stakeholders and recommend all shareholders of artnet to accept the Offer.

The management board and the supervisory board both welcome the economic and strategic intentions of the Bidder as laid out in the offer document. The Bidder has reaffirmed its intention to establish a long-term and stable ownership structure for artnet. The intention of this structure is to enable the Company to pursue its strategic roadmap more effectively outside the constraints of the capital market, by accelerating growth in all core segments through the expertise of artnet's management in collaboration with Beowolff Capital. The necessary revocation of the admission of artnet's shares ("artnet Shares") to trading on the regulated market of the Frankfurt Stock Exchange ("Delisting") is intended, in particular, to enable artnet to significantly save costs incurred in connection with the stock exchange listing, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listing. The basis for the Delisting is the investment and delisting agreement concluded between artnet and the Bidder on May 27, 2025, which stipulates the essential provisions of the Offer, with particular regard to the Delisting, as well as the common intentions and the common understanding with regard to the future cooperation and strategy.

Further, the management board and the supervisory board consider the offer price of EUR 11.25 per artnet Share to be adequate. In assessing the adequacy of the offer price, the management board and the supervisory board have been advised by RSM Ebner Stolz who has issued a fairness opinion confirming the adequacy of the offer price from a financial point of view which is attached to the Reasoned Statement.

The Bidder has already secured  a stake of more than 89% of the artnet Shares through share purchases and binding agreements with shareholders.

The acceptance period for the Offer during which the shareholders of artnet can tender their shares has commenced with the publication of the offer document on July 8, 2025 and will end on August 5, 2025, 24:00 hrs (local time Frankfurt/Main) / 18:00 hrs (local time New York). Shareholders of artnet may accept the Offer via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their artnet Shares. As a voluntary public takeover and delisting offer, the offer is not subject to any offer conditions. Further details regarding the Offer can be found in the offer Document of the Bidder, which is available on the website www.leonardo-offer.com.

Subject to the fiduciary duties of the management board, the Company has committed itself to file the application for the Delisting with the Frankfurt Stock Exchange no later than two (2) business days following the publication pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG with a view to effectuate the Delisting at the latest at the time of expiration of the additional acceptance period of the Offer and in accordance with any timing requirements imposed by the German Federal Financial Supervisory Authority and the Frankfurt Stock Exchange. Further, the Company has committed itself in the investment and delisting agreement to refrain from submitting any applications for admission of the artnet Shares to a regulated market of a stock exchange or from taking any action that cause or support the inclusion of artnet Shares in the open market of a stock exchange or another multilateral trading facility or organized trading facility within the meaning of the Market Abuse Regulation

The Reasoned Statement is published on the website of artnet at www.artnet.com/investor-relations/ in section "Takeover and Delisting Offer". Copies of the Reasoned Statement as well as any additions and/or additional statements on possible amendments to the Offer will also be made available free of charge at the Company (artnet AG, Niebuhrstraße 78, 10629 Berlin, Germany) (order also possible by calling +49 (0)30 209 178-0 or by sending a fax to +49 (0)30 209 178-29 or by sending an e-mail to ir@artnet.com, in each case providing a complete postal address for mailing or an e-mail address).

The Reasoned Statement, any additions and/or additional statements on possible amendments to the Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

The Management Board and the Supervisory Board point out that only the Reasoned Statement is authoritative. The information in this press release does not constitute an explanation or addition to the contents in the Reasoned Statement.

Contact:

artnet AG

– Investor Relations –

Sophie Neuendorf (Vice President)

sneuendorf@artnet.com