VIG announces public takeover offer to shareholders of NÜRNBERGER Beteiligungs-AG

In the strategic partnership agreement, VIG has undertaken to make a highly attractive voluntary public takeover offer (the Offer) to all shareholders of NÜRNBERGER, offering the shareholders an offer price of EUR120.00 per NÜRNBERGER share in cash. The offer price includes a premium of 173% compared to the unaffected volume-weighted three-month average price of the NÜRNBERGER share, as well as 154% compared to the undistorted XETRA closing price of the NÜRNBERGER share on May 13, 2025, the last trading day before the announcement by NÜRNBERGER of the review of strategic options.

The Offer will be subject to customary offer conditions including regulatory approvals.

The management board and the supervisory board of NÜRNBERGER welcome the Offer and intend, subject to the review of the offer document, to recommend to the shareholders of NÜRNBERGER to accept the Offer in their reasoned statement.

The strategic partnership with VIG is intended to support NÜRNBERGER in its further development into a prevention insurer with sustainable and profitable growth, generate a variety of synergies and further expand the market position of both partners in Germany and the CEE region.

With premium income of EUR3.6 billion and around 3,800 employees, NÜRNBERGER Beteiligungs-AG is one of the largest and most high-performing insurance companies in Germany. It offers a wide range of life, health, property and accident insurance products for private and corporate customers.

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe is the leading insurance group in the Central and Eastern Europe region and provides insurance services for around 33 million customers through more than 50 insurance companies and pension funds in 30 countries.

The A&O Shearman team was led by partners Dr Christian Eichner (Corporate/M&A), Dr Jan Schröder (Corporate Insurance) and senior associate Eva Hohmann (Corporate/M&A, all Düsseldorf) and also included associates Dr Christina Vossen and Lasse Ostholt (both Corporate/M&A) as well as senior associate Dr Saber Baratzadeh (Corporate Insurance) and associate Robin Petschenka (Corporate Insurance, all Düsseldorf).