Arverne Group entered into business combination agreement to acquire Transition S.A. (DB:99S) approximately ?170 million in a reverse merger transaction on June 15, 2023. Transition will change its name to "Arverne Group" on completion of the merge as a result of the Merger, Arverne will cease to exist and Transition will be the surviving entity. Concurrently with the Merger and as part of the PIPE, Transition will issue new common shares at a subscription price of ?10 per share. Business combination will be subject to approval by Transition's and Arverne's ' shareholders ad completion of the PIPE. Transaction is expected to complete not later than December 21, 2023. As of July 28, 2023, Autorité des Marchés Financiers approved the transaction. As of September 15, 2023, Transition and Arverne shareholders approved the transaction. The transaction was expected to be completed by September 19, 2023.

Joh. Berenberg, Gossler & Co. KG acted as fairness opinion provider to Transition. ATFIS and CIC Market Solutions are acting as financial advisors to Transition for the purposes of the Transaction. Bredin Prat is serving as legal counsel to Transition. Rothschild & Co is acting as financial advisor to Arverne. Renaud Bonnet of Jones Day is serving as legal counsel to Arverne.

Arverne Group completed the acquisition of Transition S.A. (DB:99S) in a reverse merger transaction on September 19, 2023. The common shares issued by Transition as part of the Merger in consideration of Arverne shares have been listed on the professional segment (compartiment professionnel) of Euronext Paris. Concurrently with the Merger and as part of a private placement (PIPE), Transition issued new common shares to existing and new investors, including Eiffel Investment Group, ADEME Investissement, Crédit Mutuel Equity, Sycomore AM and Renault Group. Transition has now changed its name to "Arverne Group".