CD&R and Permira announce they have obtained all regulatory clearances necessary for the closing of the proposed acquisition of a majority stake in Exclusive Networks and the subsequent launch of a simplified tender offer

Regulatory News:

Exclusive Networks SA (Paris:EXN):

On 24 July 2024, CD&R and Everest UK HoldCo Limited, an entity controlled by the Permira funds and the majority shareholder of Exclusive Networks, 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 (“BidCo”), the shares of Exclusive Networks held by Everest UK HoldCo Limited and Olivier Breittmayer. This stake represents 66.7% of the share capital and 66.7% of the theoretical voting rights of Exclusive Networks¹. The offer price stands at €18.96 per share following payment of the exceptional distribution of €5.29 per share (the “Exceptional Distribution” and the “Acquisitions”).

CD&R and Everest UK HoldCo Limited announce today that they have received the last regulatory clearance necessary for the closing of the Acquisitions and the subsequent launching of a simplified mandatory tender offer for the remaining shares of Exclusive Networks.

The completion of the Acquisitions remains subject to the payment of the Exceptional Distribution approved by the shareholders’ general meeting of Exclusive Networks held on 31 October 2024.

Exclusive Networks will issue a press release to inform the market of the payment date of the Exceptional Distribution in due course.

Shortly after the payment of the Exceptional Distribution and the subsequent closing of the Acquisitions, BidCo will launch a simplified mandatory tender offer on the remaining shares of Exclusive Networks at a price of €18.96 per share (ex- Exceptional Distribution of €5.29 per share attached) (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 the closing of the Acquisitions and, following the filing of the Offer, obtaining the AMF’s clearance of the Offer, it is currently envisaged that the Offer may be opened in January or February 2025.

It is reminded that, on July 23, 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 $23 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.

¹ Based on a total number of theoretical voting rights as of 31 October 2024 of 91,670,286.

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