World Confectionery Group S.à r.l. offered to acquire NATRA, S.A. from Banco de Sabadell, S.A. (BME:SAB), Deutsche Bank, Private Banking and Investment Banking Investments, Bybrook Capital LLP and others for €53.6 million on January 2, 2019. The offer has been approved by the Board of World Confectionery Group S.à r.l. Under the offer, World Confectionery Group S.à r.l. will pay €0.9 per share of NATRA for the 59.6 million shares to be acquired and €900 per convertible bond for 0.098 million bonds of NATRA that are subject to the offer, taking the total consideration to €142.5 million. World Confectionery Group S.à r.l. entered into irrevocable undertakings agreement with Kington S.à r.l., Sherston S.à r.l. Deutsche Bank AG, London Branch and Banco de Sabadell, S.A (convertible bond holders) on January 3, 2018, pursuant to which the convertible bond holders undertook to convert into shares of NATRA, the convertible bonds held by them no later than January 27, 2019 and to accept the offer with the 91.16 million shares (committed shares) of NATRA to be issued pursuant to such conversion. As of May 30, World Confectionery Group S.à r.l., has made a revised offer of €1 for each ordinary share and €1,000 for each convertible bond of NATRA. The increase in the offer price is the resultant of World Confectionery Group's desire to offer the holders of securities of NATRA a higher price in order to facilitate the accomplishment of the objectives pursued by the bidder in the offer. As of May 30, 2019, there are no further amendment to the terms of the offer. The transaction will be financed from €180 million financing package comprising of €140 million Term Loan B underwritten by a debt fund with a 7 year bullet maturity and a €40 million revolving credit facility underwritten by Spanish Banks. The financing package is secured by Investindustrial, parent of World Confectionery Group.

In the event that the requirements provided under article 136 of the Securities Market Law and article 47 of the Royal Decree 1066/2007 are met, World Confectionery Group S.à r.l. intends to exercise the squeeze-out right at the offer price which will lead to the delisting of the shares of NATRA from the Madrid and Valencia Stock Exchanges and of the convertible bonds from the AIAF Market. The transaction is subject to the obtaining by World Confectionery Group S.à r.l. of the, antitrust authorizations from the corresponding competition authorities, the acceptance of the offer by shareholders of NATRA who together hold at least 91.16 million shares representing approximately 57.58% of the shares to which the offer is addressed and the acceptance of the offer by convertible bond holders in relation to the committed shares. The transaction was notified to the EU Commission on February 8, 2019 and the provisional deadline for the decision was set for March 1, 2019. On February 21, 2019, The National Securities Market Commission (CNMV) authorized the takeover bid, after claiming a series of changes in the documentation. The transaction was approved by the EU Commission on March 3, 2019. As of May 30, 2019, World Confectionery Group will soon submit the documentation regarding the approval of its Board of Managers on May 29, 2019, in terms of the modified offer, a supplementary bank guarantee in the amount of €15.8 million and the offer announcement to be published following the approval of the offer by CNMV. Board of the Spanish National Securities Market Commission approved the transaction on June 12, 2019. As reported on July 18, 2019, World Confectionery has taken control of 90.2% of NATRA.

Houlihan Lokey, Inc. (NYSE:HLI) acted as financial advisor and Bosco De Checa, Inigo del Val, Juan Hormaechea, Peter Myners, and Fernando Torrente from Allen & Overy Spain acted as legal advisors for Natra, S.A and Bybrook Capital. Alantra Partners SA acted as advisor on financing aspects and Ignacio Albiñana, Javier Redonet Sánchez del Campo, Antonio Guerra, Eduardo Bagaría, Elias Rodriguez Viña, Leticia Segarra, Ignacio Carrillo Delgado, Alfonso Bernar, Andrés Alcalá, Cristina Areces and Gorka Atutxa of Uría Menéndez Abogados, S.L.P. acted as legal advisor for Investindustrial. Gómez-Acebo & Pombo acted as legal advisor to Banco Sabadell and Deutsche Bank. Kirkland & Ellis acted as legal advisor to Natra. Stibbe Luxembourg acted as legal advisor to Investindustrial. GBS Corporate Finance S.A acted as Fairness opinion provider to Natra. Rafael Aguilera, Santiago Gómez-Acebo, Fernando Igartua, José Francisco Canalejas, and Lázaro García of Gómez-Acebo & Pombo Abogados, S.L.P. acted as legal advisors to Deutsche Bank, Banco de Sabadell, S.A. and Bybrook Capital LLP. Ernst & Young acted as due diligence provider to Investindustrial.

World Confectionery Group S.à r.l. completed the acquisition of NATRA, S.A. from Banco de Sabadell, S.A., (BME:SAB), Deutsche Bank, Private Banking and Investment Banking Investments, Bybrook Capital LLP and others on July 19, 2019. World Confectionery Group is to now demand the squeeze-out of all shares and bonds remaining. World Confectionery Group, the subsidiary of Investindustrial has informed the CNMV of its decision to demand the forced sale of 15.08 million shares of NATRA, as well as the 273 convertible obligations, of which it is not the owner. This is 9.74% of the shareholders that had not accepted the bid. The acquisition price of Natra's securities in the forced sale operation will be the same price of the public offer (€1 for each share of and €1,000 for each convertible obligation). In practice, the petition may mean that Natra ceases to quote from next August 13, since the firm will request the CNMV to agree to suspend the stock exchange trading on that day after trading on the stock market until the final one occurs bargaining exclusion.