Accell N : Group and a Consortium led by KKR agree on a recommended all-cash offer of EUR 58.00 per share

This is a joint press release by Accell Group N.V. ("Accell Group") and Sprint BidCo B.V. (the "Offeror"). The Offeror is an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates ("KKR"). Teslin Alpine Acquisition B.V. ("Teslin Acquisition"), a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. ("Teslin"), is together with the Offeror and KKR referred to as the "Consortium". This joint press release is issued pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the intended recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group (the "Offer", and together with the Buy-Out and the Post-Offer Merger and Liquidation (both as defined below), the "Transaction"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.

ACCELL GROUP AND A CONSORTIUM LED BY KKR AGREE ON A

RECOMMENDED ALL-CASH OFFER OF EUR 58.00 PER SHARE

Transaction Highlights

• Conditional agreement reached on recommended all-cash public offer by Offeror for all Shares in Accell Group at an offer price of EUR 58.00 (cum dividend) per Share, representing a total consideration of approx. EUR 1.56 billion
• The Offer Price represents a premium of 26% over the closing price on 21 January 2022, a premium of 42% over the last three months volume-weighted average price per Share, and a premium of 21% to Accell Group's all-time high closing price of EUR 48.00 per Share
• The Consortium led by KKR fully supports the Group's business ambitions and strategy, which includes a commitment to launching new innovations for green mobility among its Environmental, Social and Governance (ESG) goals
• The Consortium has a strong global track record of investments in the consumer sector, including in mobility, and a strong presence in the Netherlands. The Consortium will provide experience and resources to accelerate the growth and roll-out of the Group's business strategy, including potential acquisitions
• The Consortium and Accell Group believe that Accell Group would be better positioned under private ownership to make long-term investments in its business to drive future growth amid a dynamic global environment full of challenges and opportunities
• The Group's business and operations will be maintained in their current form under the ownership of the Consortium, the Group's corporate identity, integrity, values and culture will be maintained, and the Group's headquarters will remain in its current location in Heerenveen, the Netherlands
• All existing rights and benefits of the Group's employees will be respected and no reduction of the workforce of the Group is envisaged as a direct consequence of the Transaction or completion thereof
• Accell Group's existing Board of Management, comprised of CEO Ton Anbeek, CFO Ruben Baldew and, per 1 February 2022, CSCO Francesca Gamboni, will continue to lead the Group
• The Boards of Accell Group unanimously support the Transaction and recommend the Offer

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• The Offeror has committed financing in place providing certainty of funds and high deal certainty, and will fund the Transaction through a prudent combination of equity and debt
• The Consortium and Accell Group have been working together to put in place a prudent capital structure that will provide Accell Group with sufficient liquidity to invest in its growth initiatives and to fund its working capital requirements
• Teslin, holding approx. 10.8% of the Shares, has irrevocably undertaken to support the Offer. Teslin will, via Teslin Acquisition, contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon settlement of the Offer and Teslin will tender the remainder of its Shares under the Offer
• In addition, Hoogh Blarick, holding approx. 7.5% of the Shares, has irrevocably committed to tender its Shares under the Offer
• The draft Offer Memorandum is expected to be submitted to the AFM in Q1 2022
• The Offer is subject to certain customary conditions and is expected to complete in late Q2 or early Q3 2022

Heerenveen, the Netherlands, 24 January 2022 - Accell Group and the Consortium led by KKR and including Teslin are pleased to announce that a conditional agreement (the "Merger Agreement") has been reached on a recommended public offer to be made by the Offeror for all of the issued and outstanding ordinary shares in the capital of Accell Group (each a "Share") for EUR 58.00 in cash per Share (cum dividend) (the "Offer Price"). This represents a total consideration of approximately EUR 1.56 billion.

Rob ter Haar, Chairman of the Supervisory Board of Accell Group:

"The Supervisory Board unanimously supports the Transaction and recommends the Offer by the Consortium, which we believe will promote the sustainable success of Accell Group. The Offer reflects a compelling and immediate value for our shareholders. Having the Consortium as a strong shareholder focused on long-term value enhancement will enable Accell Group to grow its business in an accelerated timeframe and to strengthen its position as one of the world's leading bicycle market players, against the backdrop of continued supply chain volatility and a dynamic global environment full of challenges and opportunities."

Ton Anbeek, CEO of Accell Group:

"Today's announcement marks an important step for Accell Group. With the Consortium as our new shareholder we will have a financially strong and knowledgeable partner to accelerate the roll-out of our existing strategic roadmap, enhance our global footprint, explore suitable acquisitions and further leverage our scale. As such, the Transaction will enable us to take a leap forward as a group which also brings along enhanced career opportunities for our employees. We continuously strive to be a leader in the bicycle industry by combining smart design and innovative technology with the best value and customer experience. With KKR coming on board as majority shareholder, and with the continued support of Teslin, we would be able to accelerate the execution of our strategic agenda, launch new innovations for green mobility and support to the benefit of people and communities."

KKR, on behalf of the Consortium

Daan Knottenbelt, Partner, Head of Benelux at KKR:

"With Accell Group, the Consortium is committed to further developing the Netherlands as the global capital of cycling by building on the company's leading position in the European e-bike market and continuing to grow

its strong heritage brands. This investment in Accell Group would build on KKR's significant experience of investing in the Netherlands. KKR has the capabilities to support high quality Dutch businesses to accelerate their domestic and global growth ambitions, and to overcome challenges such as those Accell Group faces in the competitive global bike market."

Tim Franks, Partner, Head of EMEA Consumer at KKR:

"Accell Group's transport and mobility solutions have been a thematic investment focus for KKR for some time, and we believe that the bicycle sector and e-bikes in particular will play an increasingly important role in dealing with some of the major challenges the world is facing today, whether it concerns climate change, urban mobility and connected transport or personal health. The operating environment for biking is increasingly demanding and complex from a consumer experience, supply chain and digital capability perspective. As a global investor, we will deploy our resources to support Accell Group in realizing its full potential as a global industry leader and sustainable innovator."

Strategic Rationale

The Consortium and Accell Group believe that a take-private by the Consortium promotes the sustainable success of Accell Group's business, taking into account the interests of Accell Group's shareholders, employees, customers, suppliers, creditors and other stakeholders. Private ownership would enable Accell Group to accelerate the execution of its strategy in the coming years through further investment in long term strategic growth initiatives, while also mitigating challenges brought about from supply chain volatility and rising inflation.

KKR and Teslin have been working closely together to prepare the Offer as announced today. The Consortium fully supports the current business strategy of Accell Group and its subsidiaries (the "Group") and intends to make available its experience and resources to accelerate a successful execution of Accell Group's 'Lead Global. Win Local' strategy. Areas of focus will include innovation and brand development, supply chain management and distribution capabilities, international expansion, acquisitions and continued ESG integration, among other areas. KKR also intends to tap the experience and support of long-term Accell Group shareholder Teslin.

KKR is a leading global investment firm with a long track record of investing in the consumer sector, including in mobility, with investments including trainline, Lyft, Gojek, Zwift, Boots and Wella, among many others. KKR is also the largest private equity investor in digital and technology in Europe and has a strong presence in the Netherlands with recent investments in Roompot, Open Dutch Fiber, QPark, Upfield, Landal1 and Exact.

As long-term investors, KKR is a partner of choice for families, founders and management, with dedicated local teams connected to a global platform focused on sustainable value creation. Social responsibility and sustainability are core elements of KKR's investment philosophy, helping its companies to build value and mitigate risks through thoughtful ESG management.

1 Completion of transaction subject to customary regulatory approvals.

Support and Recommendation by the Boards

The Consortium approached Accell Group with an initial expression of interest in November 2021. Over the past weeks, Accell Group has had constructive interactions with the Consortium and Accell Group's board of management (the "Board of Management") and supervisory board (the "Supervisory Board", and together with the Board of Management, the "Boards") have followed a thorough and careful process in which they have frequently discussed the developments.

Consistent with their fiduciary responsibilities, the Boards, with the support of their outside financial and legal advisors, have given careful consideration to all aspects of the Transaction, including the rationale for the Transaction, the interests of Accell Group's stakeholders and the Offer Price, Non-Financial Covenants (as defined below) and other terms of the Transaction. After due and careful consideration, the Boards consider the Transaction to be in the interest of Accell Group and to promote the sustainable success of its business, taking into account the interests of its stakeholders.

Accordingly, the Boards have unanimously resolved to support the Transaction, recommend the Offer for acceptance by the holders of Shares and recommend to Accell Group's shareholders to vote in favour of the resolutions relating to the Offer (the "Resolutions") at a general meeting of Accell Group (the "General Meeting") to be held during the acceptance period of the Offer, each in accordance with the terms and subject to the conditions of the Merger Agreement (the "Recommendation"). The Recommendation will be included in the position statement of Accell Group which will be published simultaneously with the publication of the Offer Memorandum.

Fairness Opinions

AXECO Corporate Finance has issued a fairness opinion to the Boards and Rabobank has issued a separate fairness opinion to the Supervisory Board, in each case to the effect that, as of such date and subject to the qualifications, limitations, and assumptions set forth in each fairness opinion, (i) the Offer Price in the Offer is fair, from a financial point of view, to the holders of the Shares (other than Teslin, Hoogh Blarick, Accell Group and the Offeror), and (ii) the purchase price payable in the Share Sale (as defined below) is fair, from a financial point of view, to Company Holdco (as defined below). The full text of such fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, will be included in Accell Group's position statement. The opinion of AXECO Corporate Finance has been given to the Boards and the opinion of Rabobank has been given to the Supervisory Board, and not to the holders of Shares. As such, the fairness opinions do not contain a recommendation to the holders of Shares as to whether they should tender their Shares under the Offer (if and when made) or how they should vote or act with respect to the Resolutions or any other matter.

Irrevocable Undertakings

Accell Group's two largest shareholders, Teslin and Hoogh Blarick, support the Transaction. Other than as set out below, no shareholders of Accell Group have been approached for an irrevocable undertaking to support the Transaction.

Teslin currently holds approx. 10.8% of the Shares for its own account. Teslin has irrevocably undertaken to support the Offer and to vote such Shares in favour of the Resolutions. Teslin will, via Teslin Acquisition,

contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon settlement of the Offer and Teslin will tender the remainder of its Shares under the Offer in accordance with Teslin's irrevocable undertaking.

Hoogh Blarick currently holds approx. 7.5% of the Shares. Hoogh Blarick has irrevocably undertaken to tender those Shares under the Offer and to vote such Shares in favour of the Resolutions.

Subject to the Merger Agreement not having been terminated and no permitted amendment of withdrawal of the Recommendation having occurred, Messrs. Anbeek and Baldew, members of the Board of Management, have committed to tender the Shares held for their own account under the Offer and to vote such Shares in favour of the Resolutions.

The irrevocable undertakings of Teslin, Hoogh Blarick and the two members of the Board of Management to tender their Shares under the Offer represent approx. 18.3% of the Shares.

In accordance with the applicable public offer rules, any information shared about the Offer by the Offeror or Accell Group with shareholders providing an irrevocable undertaking and relevant for a shareholder in connection with the Offer will, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum (if and when published). These shareholders will tender their Shares on the same terms (including price) and conditions as the other shareholders.

Fully Committed Financing for the Transaction

The Offer values 100% of the Shares at approximately EUR 1.56 billion. The Consortium and Accell Group have been working together to put in place a prudent capital structure that will provide Accell Group with sufficient liquidity to invest in its growth initiatives and to fund its working capital commitments. The Consortium will fund the Transaction through a combination of equity and debt financing, whereby the aggregate amount of debt financing constitutes less than 38% of the total financing required to fund the Transaction. As such, the Offeror has received a binding equity commitment letter from funds advised by KKR, for fully committed equity financing in an aggregate amount of EUR 1,150,000,000 (the "Equity Financing"). In addition, the Offeror has received binding debt commitments from KKR Capital Markets, Goldman Sachs and ABN Amro for an aggregate amount of EUR 700,000,000, which are fully committed on a 'certain funds' basis (the "Debt Financing"). Neither the Offeror nor the Consortium has any reason to believe that any conditions to the Equity Financing or the Debt Financing will not be fulfilled on or prior to the settlement date of the Offer.

From the arranged Equity Financing and Debt Financing, the Offeror will be able to fund the acquisition of the Shares under the Offer, the purchase price under the Share Sale (if implemented), the payment or refinancing of the Group's existing debt required to be repaid or refinanced upon settlement of the Offer, and the payment of fees and expenses related to the Offer.

Non-Financial Covenants

Accell Group and the Offeror have agreed to certain non-financial covenants in respect of, amongst others, strategy, financing, structure and governance, employees and minority shareholders for a duration of three