West Street Global Infrastructure Partners IV, L.P., a fund managed by Goldman Sachs Asset Management, L.P. made an offer to acquire Adapteo Oyj (OM:ADAPT) from EQT Public Value Investments Sarl, AP Fonden 4, Rakennusmestarien Säätiö sr and others for SEK 8.1 billion on May 14, 2021. West Street Global Infrastructure Partners (WSIP) will acquire all outstanding shares for SEK 165 per share in cash. If Adapteo, prior to the settlement of the Tender Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Tender Offer will be adjusted accordingly. The transaction is fully financed by a combination of funds available under an equity commitment letter provided by WSIP and debt financing provided by NatWest, Intesa Sanpaolo and OP Corporate Bank plc. If WSIP undertakes a compulsory acquisition, Adapteo will be delisted from the Nasdaq Stockholm exchange. WSIP intends to fully safeguard the existing employment rights of the management and employees of Adapteo.

The transaction is subject to the Tender Offer being accepted by more than 90% of the total number of shares, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities. The transaction is not subject to a financing condition. Once the WSIP has obtained more than 90% of the total shares, WSIP intends to initiate compulsory acquisition for the remaining shares. The transaction has been unanimously recommended by the Board of Directors of Adapteo. EQT Public Value Investments S.à r.l. with a shareholding of 17.58% has irrevocably undertaken to accept the Tender Offer. AP Fonden 4 with a shareholding of 4.36% have expressed their support and intent to accept the Tender Offer. On June 23, 2021, Transaction was approved and registered by the Swedish Financial Supervisory Authority. Goldman Sachs has received unconditional approval from the European Commission (EC) to acquire Swedish portable buildings manufacturer Adapteo on July 30, 2021. As a result, the condition for the completion of the Offer regarding the receipt of all necessary regulatory approvals has been satisfied. As of August 17, 2021, the offer become unconditional after the acceptances of 93.7% stake in Adapteo. WSIP Bidco intends to initiate a compulsory acquisition procedure in respect of the remaining shares in Adapteo under the Finnish Companies Act. The acceptance period under the Tender Offer is expected to commence on June 24, 2021 and expire on or around August 16, 2021. Settlement is expected to be initiated on or around August 26, 2021. As of August 18, 2021, the offer has been extended from September 6, 2021 to September 25, 2021.

Jacob Erhardi of EY Godkendt Revisionspartnerselskab acted as fairness opinion provider; and Mårten Knuts, Paul Raade, Leena Lindberg, Samu Lassila, and Carola Möller of Krogerus acted as legal advisors to the Board of Directors of Adapteo. Jefferies GmbH acted as lead financial advisor; and Deutsche Bank AG acted as financial advisor to Adapteo.; and Erik Sjöman of Vinge acted as legal advisor to Adapteo. Goldman Sachs International acted as financial advisor; and Alison S. Ressler of Sullivan & Cromwell LLP, Mannheimer Swartling, and Ari Kaarakainen, Juha Koponen, Niina Nuottimaki, and Asko Lindqvist of Borenius acted as legal advisors to WSIP. Handelsbanken Capital Markets acted as financial advisor to Goldman Sachs Asset Management, L.P.

West Street Global Infrastructure Partners IV, L.P., a fund managed by Goldman Sachs Asset Management, L.P. completed the acquisition of Adapteo Oyj (OM:ADAPT) from EQT Public Value Investments Sarl, AP Fonden 4, Rakennusmestarien Säätiö sr and others on September 10, 2021.