Warburg Pincus Takeover Bid & blau direkt Alliance; chg. PT

Offer premium is compelling. The offer price of € 78.25 per share represents a premium of 64.4% to the closing price on 6 March 2026 and a premium of 78.3% to the three-month volume-weighted average price (VWAP). As of the announcement date, Warburg Pincus had already irrevocably secured approximately ~53% of Netfonds shares, including the shareholdings of CEO Martin Steinmeyer, CFO, CBO, and co-founder Karsten Dümmler. Management Board and Supervisory Board support the offer unanimously and explicitly.

A natural strategic fit. While the transaction structure is new, the cultural and strategic alignment between Netfonds and blau direkt is well-established. Both companies had already collaborated on comparit, a cross-industry comparison tool for independent advisers. Netfonds contributes deep expertise in investment intermediation, regulation, and its proprietary 360° finfire platform, while blau direkt brings two decades of leading automation experience in the insurance sector. Together, the group intends to develop state-of-the-art AI applications and position itself as the operating system of the German financial and insurance advisory market.

Continuity and independence preserved. Netfonds will operate as a complementary sister company within the group, retaining its brand, Hamburg headquarters and corporate culture. Management will participate in the combined holding and remain in their leadership roles – a clear sign of entrepreneurial conviction. The rationale for going private is equally clear: the combined platform's full growth potential, particularly in AI-driven automation and the Tjara portfolio succession infrastructure, is best unlocked away from the cost and volatility of public markets.

Delisting planned. The offer document was published on 9 March 2026, opening a six-week acceptance period ending 20 April 2026. The offer is not subject to a minimum acceptance threshold and is conditional only upon customary regulatory approvals. Netfonds will initiate termination of its market inclusion upon completion of the offer; no separate delisting offer is required. Warburg Pincus additionally reserves the right to subscribe for up to 9.9% of current share capital via a potential capital increase.

As the offer price is above our old PT of € 74.00 we raise it to the offer price of € 78.25 and recommend investors to accept it and SELL the shares.