Warburg announces public offer

Netfonds AG enters into an investment agreement with Warburg Pincus and forges strategic alliance with blau direkt under a shared private ownership structure

Strategic partnership aimed at unlocking growth potential in software and infrastructure solutions for financial and insurance service providers

• Netfonds AG (ISIN: DE000A1MME74, "Netfonds") entered into an investment agreement with SCUR-Alpha 1996 GmbH (in future: German Wealth Technology GmbH), which is controlled by funds managed by Warburg Pincus LLC (together "Warburg Pincus"). Under the investment agreement, Warburg Pincus will make a public offer to acquire all shares in Netfonds not already held by Warburg Pincus for a cash consideration of EUR 78.25 per Netfonds share.
• This represents a premium of 64.4% over the closing price of the Netfonds share on 6 March 2026, and a premium of 78.3% over the volume-weighted average price of the Netfonds share during the past three months.
• The management board and the supervisory board fully and expressly support the offer and consider it an attractive opportunity for shareholders to realize the value of their investment ahead of a "delisting" of the Netfonds share.
• As of today, Warburg Pincus has irrevocably secured approximately 53% of Netfonds' share capital.

Lübeck / Hamburg, 09.03.2026 – Netfonds AG (ISIN: DE000A1MME74), a leading service provider to the German financial and insurance industry, is setting the course for the future. The strategic partnership with blau direkt under the umbrella of funds advised by the growth investor Warburg Pincus will create a leading provider of software and infrastructure services for the financial and insurance industry with a revenue of over EUR 550 million and 600 employees. While Netfonds brings in-depth expertise in the investment space, regulatory and the 360-degree platform approach (finfire), blau direkt contributes leading automation experience in the insurance space.

Entrepreneurial culture and shared values as a foundation

The strong cultural and strategic fit between Netfonds and blau direkt is evident in their successful joint initiative, the 'comparit' comparison calculator. This tool empowers brokers and their end customers by providing access to product-independent advice. Their shared Hanseatic heritage, with headquarters in Hamburg and Lübeck, underpins their common value system. Both companies blend entrepreneurial and technological vision with a grounded, partner-oriented approach characteristic of their roots. This partnership is built on a foundation of trust that has been cultivated over many years of collaboration.

Leading technology through combined expertise

As established technology leaders in their respective fields, this partnership will further enhance their competitive edge by developing cutting-edge AI applications. This strategic union creates a premier IT team poised to elevate automation processes to new heights, significantly strengthening the market position of all affiliated partners. Warburg Pincus is the ideal partner to support this vision, bringing extensive sector experience in financial services and technology, and a clear focus on supporting the sustainable growth of its portfolio companies.

"At Netfonds, we have built a platform that is scalable and practical – and, above all, built around people. In a market that increasingly demands technology-driven efficiency, this is a unique opportunity, and we are now joining forces with blau direkt", emphasizes Martin Steinmeyer, CEO of Netfonds. "With Warburg Pincus' support, the partnership brings additional expertise and financial strength. It is also a clear commitment to the market: we aim to be more than a service provider for our partners and customers – we want to be their decisive competitive advantage in the future. We will stay true to who we are, but together we will be faster, stronger, and more relevant."

Combining strength and expertise

blau direkt has been setting new standards for two decades in the efficient processing and administration of insurance policies and sees itself as a driver of digitalization for the entire industry. As a technology-agnostic software and services partner, blau direkt supports independent brokerage firms, large sales organizations and banks, as well as other broker pools, with leading automation solutions. Netfonds' particular expertise in the investment sector complements the future offering, enabling even more holistic support for partners.

"Insurance and investment are growing even closer together technologically. In the age of AI, we are unlocking new potential and helping define the industry's operating system. This puts us in an ideal position to empower brokers with the full force of AI", adds Ait Voncke, CEO of blau direkt.

Independence and continuity as success factors

A key aspect of the partnership is the entrepreneurial independence of the two companies. Netfonds will operate as a complementary sister company within the group and will retain its brand, its Hamburg headquarters, and its unique corporate culture. The management of Netfonds will remain in their leadership positions and take a stake in the joint holding company, having irrevocably committed to tender their own Netfonds shares in support of the offer.

Benefits for partners and market:

• Holistic approach: Netfonds' partners will receive access to industry-leading insurance processes, while blau-partners will gain the advantage of Netfonds' comprehensive investment expertise.
• Technology leader: Even greater investments in IT teams to further accelerate development in the technology area.
• Succession solutions: The integration of the "Tjara" infrastructure creates market-leading solutions for portfolio succession in the investment and insurance sectors.

Strategic departure from stock exchange trading, key terms of the offer

To realize the full potential of the combination of blau direkt and Netfonds, Netfonds intends to operate under a joint private ownership structure – without exposure to the volatility and costs of operating on the capital market. Warburg Pincus is therefore making a public offer to Netfonds shareholders at a price of EUR 78.25 per share with the aim of taking Netfonds fully private. This corresponds to a premium of 78.3% to the volume-weighted average price of the Netfonds share over the past three months.

The offer document, which will set out the binding terms of the offer as well as further details regarding the offer and the acceptance process, will be published today and will commence a six-week acceptance period, which will expire at the end of 20 April 2026. Settlement of the offer will be subject to customary conditions, including regulatory clearances. The offer will not be subject to a minimum acceptance threshold.

As of today, Warburg Pincus has already irrevocably secured an aggregate stake of approx. 53% in Netfonds AG, including the shareholdings of Netfonds' current CEO, CFO and CBO, as well as those of Karsten Dümmler, founder and member of the supervisory board of Netfonds AG. In addition, Warburg Pincus reserves the right, in connection with a possible cash capital increase with the exclusion of subscription rights, to subscribe for Netfonds shares up to an aggregate interest of 9.9% of Netfonds' current share capital.

The management board and the supervisory board fully and expressly support the offer and consider it an attractive opportunity for shareholders to realize the value of their investment ahead of a "delisting" of the Netfonds shares. Immediately following the end of the acceptance period, Netfonds will procure the termination of the inclusion of the Netfonds shares in public trading on the open market, effective as of the settlement date of the offer. A separate delisting offer will not be required.

The offer is not subject to the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)).

Warburg Pincus is being advised by Kirkland & Ellis International LLP as legal counsel and Jefferies as financial advisor.

Netfonds is being advised by GÖRG Partnerschaft von Rechtsanwälten mbB as legal counsel.

All information and publications relating to the offer can be found on the website: www.nukleus-offer.com.

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About the Netfonds Group

The Netfonds group is a leading platform for administration, advisory and regulatory services for the German financial industry. Under the finfire brand, the company provides its customers and partners with a cloud-based technology platform for the complete processing and administration of business transactions. Netfonds customers therefore benefit from one of the most modern software solutions on the market, which significantly simplifies the advisory process, makes it secure and enables advice tailored to specific target groups. The shares of Netfonds AG are listed on the m:access segment of the Munich stock exchange and can be traded via XETRA.  www.netfonds-group.com / www.netfonds.de 

About blau direkt

blau direkt is one of the leading technology providers for the independent brokerage of insurance and financial investments. For more than 25 years, the Lübeck-based company has specialized in digitalization and process optimization, continually setting new industry standards for simplifying complex processes and increasing profitability. blau direkt's cloud-based system is regarded as one of the most powerful and efficient technology platforms for brokering and managing insurance and financial investments. www.blaudirekt.de

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than USD 100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies. www.warburgpincus.com

Disclaimer / Legal Notice

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of Netfonds AG. The offer itself as well as its terms and conditions and further information relating to the offer, will only be published in the offer document. Investors and holders of shares in Netfonds A are strongly advised to thoroughly read the offer document and all other relevant documents regarding the offer upon their availability since they will contain important information.

As the shares of Netfonds AG are not admitted to trading on an organized market within the meaning of Sections 1 para. 1 and 2 para. 7 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)), the WpÜG and the Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer do not apply to the offer. The offer document will not be reviewed or approved by the German Federal Financial Supervisory Authority (BaFin) or any other regulatory or supervisory authority in Germany, and no registration, admission or approval of the offer document is intended in other jurisdictions either.

The offer will be made in accordance with the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws 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.