Target company: Axel Springer SE; Bidder: Traviata B.V.

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Publication of the decision to make a tender offer


Publication of the decision to make a public tender offer (öffentliches
Erwerbsangebot) pursuant to Section 10 para. 1 and para. 3 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz - WpÜG) in conjunction with Section 39 para. 2 sent. 3 No.
1 of the German Stock Exchange Act (Börsengesetz - BörsG)


Bidder:

Traviata B.V.
Neue Mainzer Straße 2-4, Maintor Panorama, 12th floor
60311 Frankfurt am Main
Deutschland

registered with the Dutch Commercial Register (Kamer van Koophandel) in
Amsterdam under no. 74999869

Target:

Axel Springer SE
Axel-Springer-Straße 65
10888 Berlin
Germany

registered with the commercial register (Handelsregister) of the
local court (Amtsgericht) of Charlottenburg under 154517 B

ISIN: DE0005501357, DE0005754238

Traviata B.V., a holding company owned by funds advised by  Kohlberg Kravis
Roberts & Co L.P. (Bidder), decided on 23 January 2020 to make a public
tender offer to the shareholders of Axel Springer SE (Company) for the
acquisition of all non-par value registered shares in the Company (ISIN:
DE0005501357, DE0005754238), each share representing a proportionate amount
of EUR 1.00 of the share capital of the Company (Axel Springer Shares)
against payment of a consideration in the amount of EUR 63.00 in cash
(Delisting Offer).

On 23 January 2020, the Bidder also entered into an agreement with the
Company (Delisting Agreement), pursuant to which the Company has
undertaken, to the extent permissible by law, to apply for the revocation
of the admission to trading of the Axel Springer Shares (ISIN:
DE0005501357) on the regulated market (Prime Standard) of the Frankfurt
Stock Exchange (so-called delisting) prior to the expiration of the
acceptance period of the Delisting Offer.
The Delisting Offer will be made based on, and subject to, the terms set
out in the offer document and the Bidder reserves the right, to the extent
permissible by law, to deviate from the above described parameters. The
offer document (in German and a non-binding English translation) containing
the detailed terms of the Delisting Offer, as well as further information
relating thereto, will be published by the Bidder following permission by
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht)  on the internet at the Bidder's website
www.traviata-angebot.de/delisting.

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares in the Company. The definite terms of the Delisting
Offer, as well as further provisions concerning the Delisting Offer, will
be published in the offer document following permission by the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) to publish the offer document. Investors and
holders of shares in the Company are strongly advised to read the offer
document and all other documents regarding the Delisting Offer when they
become available, as they will contain important information.

The Delisting Offer will be published exclusively under the laws of the
Federal Republic of Germany and certain applicable provisions of the
securities laws of the United States of America. Any contract concluded on
the basis of the Delisting Offer will be exclusively governed by the laws
of the Federal Republic of Germany and is to be interpreted in accordance
with such laws.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, the Bidder, its affiliates or its
brokers may purchase, or conclude agreements to purchase, Axel Springer
Shares, directly or indirectly, outside of the scope of the public
Delisting Offer, before, during or after the period in which the offer
remains open for acceptance. This applies to other securities which are
directly convertible into, exchangeable for, or exercisable for Axel
Springer Shares. These purchases may be completed via the stock exchange at
market prices or outside the stock exchange at negotiated conditions. Any
information on such purchases will be disclosed as required by law or
regulation in Germany or any other relevant jurisdiction and on
www.traviata-angebot.de/delisting.

Frankfurt am Main, 23 January 2020

Traviata B.V.

End of WpÜG announcement

The 23.01.2020 DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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