CD&R and Permira Announce the Acquisition of a Block of 66.7% of Exclusive Networks’ Share Capital and the Subsequent Launch of a Simplified Tender Offer for 100% of Exclusive Networks’ Share Capital

PARIS--(BUSINESS WIRE)--Regulatory News:

On 24 July 2024, CD&R and Everest UK HoldCo Limited, an entity controlled by the Permira funds and the then direct majority shareholder of Exclusive Networks (Paris:EXN), announced the formation of a consortium with Olivier Breittmayer, the founder of Exclusive Networks, (together, the "Consortium") for the purpose of acquiring (directly or indirectly, by way of sales and contributions), through a dedicated entity jointly controlled by CD&R and Permira ("BidCo"), the shares of Exclusive Networks held by Everest UK HoldCo Limited and Olivier Breittmayer (the “Acquisitions”), subject to certain conditions precedent.

The Consortium hereby announces that the last condition precedent necessary for the closing of the Acquisitions (namely, the payment by Exclusive Networks of an exceptional distribution of €5.29 per share (the “Exceptional Distribution”) has been satisfied on 16 December 2024 and that the Acquisitions have been subsequently completed on 17 December 2024, at a price of €18.96 per share following payment of the Exceptional Distribution.

Following the completion of the Acquisitions, the majority stake held by BidCo represents 66.7% of the share capital and 66.7% of the theoretical voting rights of Exclusive Networks¹.

BidCo will file in the coming days a simplified mandatory tender offer on the remaining shares of Exclusive Networks at a price of €18.96 per share (the “Offer”). BidCo will subsequently request the implementation of a squeeze-out if the legal conditions are met at the end of the Offer.

Subject to AMF’s clearance of the Offer, it is currently envisaged that the Offer may be opened in February 2025.

It is reminded that, on 23 July 2024, the Board of Directors of Exclusive Networks unanimously welcomed the Offer without prejudice to the reasoned opinion to be issued by the Board following receipt of the fairness opinion from Finexsi, appointed as independent expert.

This press release has been prepared for information purposes only. It does not constitute an offer to purchase or a solicitation to sell Exclusive Networks shares in any country, including France. There is no certainty that the simplified tender offer mentioned above will be filed or opened. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.

About CD&R

Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr-inc.com and follow the firm's activities through LinkedIn and @CDRBuilds on X/Twitter.]

About Permira

Permira is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of approximately €80bn.

The Permira private equity funds make both long-term majority (Buyout) and minority (Growth Equity) investments in five key sectors: Technology, Consumer, Healthcare, Services and Climate. The Permira credit funds have provided businesses with flexible financing solutions across both Private and Liquid Credit products for nearly 20 years.

The Permira funds have an extensive track record in technology investing, having invested more than $28 billion in c.80 companies across enterprise cloud adoption, cybersecurity, SaaS, fintech, digital commerce and online marketplaces. The Permira funds have previously supported and helped scale some of the largest and fastest-growing technology businesses globally, including, Genesys, TeamViewer, Zendesk, McAfee, Mimecast, Carta, G2, Sysdig, Sonar, Mirakl and others.

Permira employs over 500 people in 16 offices across Europe, the United States and Asia. For more information, visit www.permira.com or follow us on LinkedIn.

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¹ Based on a total number of theoretical voting rights as of 23 September 2024 of 91,670,286.