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Press Release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. Press release SYNLAB AG Moosacher Straße 88 80809 Munich Germany Munich, 19 April 2021 SYNLAB sets price range for its planned IPO at EUR 18.00 to EUR 23.00 per share • SYNLAB aims to raise gross proceeds in the amount of EUR 400 million; gross proceeds intended to be used for further reduction of leverage • Total size of the offering set to exceed EUR 1 billion including secondary component • Free float to amount to up to 26% of outstanding share capital • Price range implies a total market capitalisation of between EUR 4 billion and EUR 5 billion • Offer period is expected to begin later today and is expected to end on 27 April 2021; first day of trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is planned for 30 April 2021 • Prof. Dr. David Ebsworth appointed Chairman of the Supervisory Board of SYNLAB AG Munich, 19 April 2021. SYNLAB (the “Company”), the largest European clinical laboratory and medical diagnostic services company, has set the price range for its planned initial public offering (the “Offering”) at EUR 18.00 to EUR 23.00 per share. The final offer price will be determined by way of a book building process. The Offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication. The period during which investors may submit orders is expected to start later today and to end on 27 April 2021. Trading of the Company’s shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on 30 April 2021. “We are very excited about the IPO as a natural next step for SYNLAB and are receiving very positive feedback from the financial community ahead of the upcoming IPO investor roadshow. We are looking forward to deepening the conversations on our successful growth story and the clear opportunity for further growth and value creation ahead of us”, says SYNLAB CEO Mathieu Floreani. “The current COVID-19 pandemic has not only highlighted the importance of medical diagnostic services. It also proved how SYNLAB is generally able to quickly apply both medical and operational leadership based on our position as a European market leader with a unique and growing international footprint.” Details of the Offering The Offering comprises up to 22.2 million newly issued ordinary bearer shares from a capital increase as well as 27.5 million ordinary bearer shares from the Pre-IPO shareholders. Cinven, Novo Holdings and Ontario Teachers’ Pension Plan Board (together the “Institutional Shareholders”) can additionally 1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. place up to 12.4 million ordinary bearer shares as an upsize option, subject to market demand. The number of shares to be placed with investors will be determined by the Institutional Shareholders in consultation with Goldman Sachs and J.P. Morgan as Joint Global Coordinators on the date of pricing. In addition, the Institutional Shareholders will grant a Greenshoe option over 9.3 million ordinary bearer shares to cover possible over-allotments. Assuming full exercise of the Greenshoe option and excluding the upsize option, the IPO size will range from EUR 1.03 billion to EUR 1.19 billion, implying a free float range of between 24% and 26% of the outstanding share capital. Assuming full exercise of the upsize option in addition to the Greenshoe option, a total of between 64.5 million ordinary bearer shares (at the upper end of the price range) and 71.5 million ordinary bearer shares (at the lower end of the price range) will be offered, leading to a total IPO size range between EUR 1.29 billion and EUR 1.48 billion, depending on the final issue price, and a free float of up to 32% of the outstanding share capital. Based on the set price range, the total market capitalisation amounts to between EUR 4 billion and EUR 5 billion with a total enterprise value between EUR 5.9 billion and EUR 6.9 billion. SYNLAB aims to raise gross proceeds of approximately EUR 400 million from the sale of the newly created shares placed in the offering. The Group intends to use the proceeds to repay parts of its outstanding debt obligations, resulting in a further reduction of leverage. At customary terms and conditions, the Company and the major shareholders, which include the Institutional Shareholders and SYNLAB founder Dr. Bartl Wimmer, have agreed to lock-up periods of 180 days after the Company’s first day of trading. The management board has agreed to a staggered lock-up period of between one and three years. For the purpose of the planned IPO, SYNLAB AG was created as the new ultimate holding company of SYNLAB Group. Prior to the listing of the shares of the company, SYNLAB’s existing shareholders will contribute their shareholding in the current ultimate holding company SYNLAB Ltd. to SYNLAB AG in exchange for shares in SYNLAB AG. Prof. Dr. David Ebsworth appointed Supervisory Board chair of SYNLAB AG In the context of the change in legal structure to a German stock corporation (AG), the Company also established a Supervisory Board. It is chaired by Prof. Dr. David Ebsworth. Prof. Ebsworth has over 40 years of experience in the healthcare industry. He previously served as CEO of Galenica AG, Vifor Pharma AG and global head of the Pharmaceutical Division of Bayer AG. Prof. Ebsworth has chaired numerous private and public healthcare companies and also served on boards as either chairman of the audit, remuneration or nominations and governance committees. Marc Welters, trade union officer of IG Bergbau, Chemie, Energie (IG BCE), is the designated deputy chair of the Supervisory Board. “SYNLAB is a company with compelling fundamentals and a strong management team which is diligently implementing a proven growth strategy based on medical and operational leadership. As the newly appointed chairman of the Supervisory Board, I am committed to support the company with my experience as we transition to become a listed company”, says Prof. Dr. David Ebsworth. The new Supervisory Board will consist of twelve members with six shareholder and six employee representatives. The designated shareholder representatives besides Prof. David Ebsworth are Barbara Lambert, supervisory board member of Deutsche Börse and Banque Pictet & Cie SA; Dr. Bartl Wimmer, founder of SYNLAB; Peter Catterall, Partner at Cinven; Anastasya Molodykh, Principal at Cinven; and Christian Salling, Senior Partner at Novo Holdings A/S. Alongside Marc Welters, Karin Bierstedt, Dr. Stefan Graf, Dr. Ute Hasholzner and Rene Schmidt-Ferroud from SYNLAB are the designated employee representatives. They will be complemented by Iris Schopper from IG BCE. 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. Goldman Sachs and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners. BofA Securities, Deutsche Bank, Barclays, BNP PARIBAS, HSBC, Jefferies and UniCredit Bank AG have been mandated as Joint Bookrunners. Crédit Agricole CIB and Natixis are acting as Co-Lead Managers. Lilja & Co. is the independent advisor to the shareholders and SYNLAB. About SYNLAB Group • SYNLAB Group is the largest European clinical laboratory and medical diagnostic services provider by revenue and number of tests. SYNLAB offers a full range of innovative and reliable medical diagnostics for patients, practising doctors, clinics and the pharmaceutical industry. • Providing the leading level of service within the industry, SYNLAB is the partner of choice for diagnostics in human and veterinary medicine. The Group continuously innovates medical diagnostic services for the benefit of patients and customers. • SYNLAB operates in 36 countries across four continents and holds leading positions in most markets. More than 20,000 employees (FTE), including over 1,200 medical experts, as well as a large number of other specialists such as biologists, chemists and laboratory technicians, contribute every day to the Group’s worldwide success. SYNLAB carries out approximately 500 million laboratory tests per year and achieved Group revenues of EUR 2.6 billion in 2020. • More information can be found on www.synlab.com For more information: Media contact: Carolin Amann, FTI Consulting +49 (0) 175 299 3048 [email protected] Florian Brückner, FTI Consulting +49 (0) 160 9192 5265 [email protected] Investor contact: Mark Reinhard, SYNLAB +49 (0) 170 118 3753 [email protected] Disclaimer This release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of shares of SYNLAB AG (the “Company”) in the United States. This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer in Germany will be made solely on the basis of a securities prospectus which is yet to be published. An investment decision regarding shares of the Company should only be made on the basis of such 3 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
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