INTERSHOP Communications AG resolves cash capital increase with subscription rights to finance the strategic development of the cloud business

NOT FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.
 

INTERSHOP Communications AG resolves cash capital increase with subscription rights to finance the strategic development of the cloud business

• Up to 4,374,684 new shares to be issued
• Subscription price of EUR 1.00 per share
• Subscription period from 8 to 22 September 2025
• Proceeds to be used to optimize corporate structure and finance AI initiatives
• Anchor shareholders agree to participate in capital increase

Jena, 2 September 2025 – The Management Board of INTERSHOP Communications AG (ISIN: DE000A254211), a global provider of B2B commerce solutions for the upper mid-market in the manufacturing and wholesale sectors, decided today, with the consent of the Supervisory Board, to increase its share capital against cash contributions, granting the company’s shareholders subscription rights. The capital increase involves up to 4,374,684 new shares. The share capital is to be increased from EUR 14,582,291 to up to EUR 18,956,975 using the current authorized capital. The new shares will initially be offered to existing shareholders for subscription at a ratio of 10:3 and a price of EUR 1.00 during a subscription period from 8 to 22 September 2025. Any new shares not subscribed by shareholders will subsequently be offered to selected investors in a private placement. Three anchor shareholders of the company (Shareholder Value Beteiligungen AG, Value Focus Beteiligungs GmbH and Sachs Assets GmbH) have already confirmed, under a backstop agreement, to exercise their subscription rights and to acquire all new shares from the private placement unless they are placed with other shareholders or third parties. The capital increase will be managed by mwb fairtrade Wertpapierhandelsbank AG as subscription agent. The new shares are entitled to dividends as of 1 January 2025.

Intershop plans to effectively use the proceeds from the capital increase for the continued strategic development of its cloud business and to streamline its corporate structure and processes, thereby expanding the cost-cutting measures already underway and adjusting the overall cost base. The goal of sustainably increasing the company’s competitiveness and its capacity for to innovation is to be achieved in particular through artificial intelligence (AI) initiatives. The spring 2025 release of the Intershop B2B commerce platform has already introduced important feature enhancements for an AI-enabled platform. However, the continuous and strategic expansion of AI capabilities is essential to securing long-term market share.

“Intershop is currently facing the challenge of having to cut costs in a demanding market environment while also making targeted investments for the future to secure its long-term competitiveness,” says Markus Dränert, CEO of Intershop. “Our current priority is to maintain this balance. We are confident that we will be able to position Intershop for long-term success and to steer the company onto a profitable growth track in the medium term – not least due to the planned capital increase and the support from our anchor shareholders.”

The subscription offer is being made without a securities prospectus. An information document containing the information specified in Annex IX to the Prospectus Regulation has been published. For details on participating in the capital increase, please refer to the subscription offer. The subscription offer is expected to be published in the Federal Gazette (“Bundesanzeiger”) on 5 September 2025 and, will be available just like the information document on the company’s website at https://www.intershop.com/de/investors.

About Intershop Communications AG:

Intershop Communications AG (founded in 1992, Prime Standard: ISHA) supports the world’s leading manufacturers and wholesalers in innovatively digitizing their sales. Intershop’s cloud-based e-commerce platform enables B2B companies to establish and expand their digital presence, create a consistently positive customer experience and thereby sustainably increase online revenues. With more than 30 years of experience in digital commerce and a global presence, we help over 300 customers turn products into revenues and permanently improve their customer relationships. Intershop is built to boost your business. Learn more at www.intershop.com/en.

Intershop press contact
Isabell Zeitz
ir@intershop.de
T: +49-3641-50-1000

Important notice

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of INTERSHOP Communications Aktiengesellschaft in the United States, Germany or any other jurisdiction. In accordance with Art. 1 para. 4 subpara. 1 lit. db) pursuant to Annex IX of Regulation (EU) 2017/1129 (Prospectus Regulation), the subscription offer is made without a securities prospectus. An information document containing the information specified in Annex IX to the Prospectus Regulation will be published, however. This information document and the subscription offer will be available for download on the company’s website (https://intershop.com/de/investoren). Each shareholder is required to inform himself about INTERSHOP Communications AG and its securities prior exercising the subscription right. The information contained in this announcement is for background purposes only and no claim to completeness is made. No reliance may be placed, for any purpose, on the information contained in this announcement or its accuracy or completeness. The information contained in this announcement is subject to change.

This notification may not be distributed or released directly or indirectly in the United States of America or within the United States of America (including its territories or premises, a state or the Districts of Columbia) and may not be distributed to "U.S. persons" (as defined in Regulation S des U.S. Securities Act of 1933 of its respectively current version ("Securities Act")) or passed on to publications with a general distribution in the United States of America. This announcement does not constitute an offer respectively an invitation to issue an offer for the sale or subscription of securities in the United States nor is it part of such offer or invitation. Securities have not been and will not be registered under the provisions of the Securities Act and may only be sold or offered for sale in the United States of America with prior registration under the provisions of the Securities Act in its currently valid version or, without prior registration, only on the basis of an exemption. INTERSHOP Communications AG does not intend to conduct a public offering of shares in the United States of America.

Subject to certain exceptions under applicable securities laws, the securities referred to in this announcement may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan. No action has been taken that would permit an offering of the securities or their subscription or the distribution of this announcement in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this announcement are required to inform themselves about potential restrictions and to observe any such restrictions.