Scout24 AG to sell AutoScout24 for attractive valuation

• Hellman & Friedman will acquire 100% of AutoScout24 for approx. EUR 2.9bn
• Transaction represents a very attractive valuation underpinned by strong performance
• Scout24 will fully focus on further advancing its market-leading platform ImmoScout24
• Intention to return capital to Scout24 shareholders

Munich/Berlin, 17^th December 2019 - Having concluded a diligent and thorough strategic review which was launched in August of this year, Scout24 AG ("Scout24") today announced that it has entered into a definitive agreement with affiliates of Hellman & Friedman LLC ("H&F") for the sale of 100% of Scout24's car classifieds platform AutoScout24, FinanceScout24 and Finanzcheck (together "AutoScout24"). The Management Board and Supervisory Board of Scout24 have unanimously taken the decision that the sale of AutoScout24 would unlock superior value to Scout24 shareholders, whilst H&F, as its new owner, would be best positioned to pursue AutoScout24's strong track record of profitable growth, in an evolving mobility market. Consequently, the Management Board of Scout24 will now fully focus on ImmoScout24 and execute the strategy laid out during the November 26, 2019 Capital Markets Day to build the ecosystem for real estate in Germany.

The transaction values AutoScout24 at approximately EUR 2.9bn, equivalent to a multiple of 26.1x on the ordinary operating EBITDA of the last twelve months as of September 2019. Both parties intend to complete the transaction in the first half of 2020.

Scout24 intends to return capital to its shareholders. The precise quantum, form and timing of such distributions to shareholders will be determined and communicated in due course. The distributions will be subject to supervisory board and shareholder approvals. In order to be compliant with existing debt covenants, a certain part of the proceeds will be used to retire existing indebtedness.

The sale of AutoScout24 marks the completion of an extensive strategic review, initiated in August 2019. Several options have been comprehensively assessed by the Management Board of Scout24 with the help of external financial, legal and strategy consultants. The Management Board and Supervisory Board of Scout24 believe that today's transaction maximises long-term shareholder value.

Tobias Hartmann, CEO of Scout24, said: "We have assessed a number of options regarding the future of AutoScout24 with an open mind. Today's transaction allows us to realize substantial value for Scout24 and its shareholders and to grow our market-leading platform ImmoScout24 further. We believe we have found the right new home for AutoScout24 in H&F, which is also in the best interest of our highly committed and motivated employees, as well as our customers, consumers and other stakeholders. At the same time, we are excited about continuing our successful journey with ImmoScout24. As the market leader, we believe ImmoScout24 is ideally positioned to build the ecosystem for real estate in Germany, and we will continue to invest into the business, its superior technology and employees to drive its next phase of growth and innovation."

Dr. Hans-Holger Albrecht, Chairman of the Supervisory Board of Scout24, commented: "The Supervisory Board has carefully considered the results and recommendations of the strategic review and approves the Management Board's decision to sell AutoScout24 to H&F. This decision is the outcome of a structured and diligent process designed to leverage the full strength and scale of our market-leading platforms. We believe this is in the best interest of our company, its shareholders, customers, employees and other stakeholders, and it will ensure a prosperous future for both AutoScout24 and the Scout24 Group."

Blake Kleinman, Partner of Hellman & Friedman, added: "We have known AutoScout24 for many years. We are excited to partner with the AutoScout24 team to build upon the historical successes that we achieved together. We are strong believers in AutoScout24's consumer-centric approach; we look forward to working with its dealer customers to offer them value-added marketing solutions as they continue to digitalise their business models. This transaction will help AutoScout24 focus on the growth opportunities ahead."

"We are delighted to resume our partnership with AutoScout24. We sincerely thank Hans-Holger Albrecht and the Supervisory Board as well as Tobias Hartmann and the entire Scout24 Management Board for the opportunity to support the business once more. This transaction is an outstanding outcome for Scout24, its shareholders as well as for AutoScout24" added Patrick Healy, CEO of Hellman & Friedman.

As the leading German classifieds platform serving home owners, agents and customers, ImmoScout24 has a clear path ahead to drive innovation and create a comprehensive ecosystem for sale, rent and business real estate in Germany. As announced at the company's Capital Markets Day in November 2019, ImmoScout24 is set to continue to deliver along the financial guidelines provided.

Credit Suisse and Morgan Stanley acted as financial advisors to Scout24 on this transaction.

Conference Call

Concerning the announced transaction, Scout24 will host a conference call for financial analysts and investors today, Tuesday 16 December 2019, at 7 pm CET. Dial-in details are as follows:

DE: +49 69 2222 2018
UK: +44 330 336 9411
USA: +1 929 477 0402
Confirmation Code: 4896864

Investor Relations

Ursula Querette
Head of Investor Relations
Tel.: +49 89 44456 3278
E-Mail: [email protected]

Media relations

Jan Flaskamp
Vice President Communications & Marketing
Tel.: +49 30 24301 0721
Email: [email protected]

Disclaimer

All information contained in this document has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or any of its directors, officers or employees or any other person as to the accuracy and/or completeness of the information contained in this document and no liability whatsoever is accepted by the Company or any of its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The information contained in this release is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company's or, as appropriate, senior management's current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results, including but not limited to the Company's financial position or profitability, to differ materially, also adversely, from those expressed or implied by the forward-looking statements. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any information contained in this document (including forward-looking statements), whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.

Scout24 also uses alternative performance measures, not defined by IFRS, to describe the Scout24 Group's results of operations. These should not be viewed in isolation, but treated as supplementary information. The special items used to calculate some alternative performance measures arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that generally do not arise in conjunction with Scout24's ordinary business activities. Alternative performance measures used by Scout24 are defined in the "Glossary" section of Scout24's Group Interim Report 2019 which is available at www.scout24.com/finanzberichte.

Due to rounding, numbers presented throughout this statement may not add up precisely to the totals indicated, and percentages may not precisely reflect the absolute figures for the same reason. Information on the quarterly financials has not been subject to audit and is thus preliminary.