Beter Bed N : Torqx launches recommended all-cash offer for Beter Bed Holding Shares

UPDATE - JOINT PRESS RELEASE

This is a joint press release by Beter Bed Holding N.V. ("Beter Bed Holding" or the "Company") and 959 B.V. (the "Offeror"), a company controlled by Torqx Capital Partners B.V. ("Torqx"). This joint press release is issued pursuant to the provisions of Section 4, paragraph 1, Section 10, paragraphs 1 and 3 and Section 18, paragraph 3 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding shares in the capital of the Company (the "Offer"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of the offer memorandum ("Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") which is available as of today. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.

Torqx launches recommended all-cash offer for Beter Bed Holding Shares

Acceptance Period starts on 5 October 2023

Transaction Highlights

• Offer Price of EUR 6.10 (cum dividend) per Share reflects a significant premium of approximately 107%.
• Acceptance Period runs from 5 October 2023 to 29 November 2023. Completion of the Offer is expected before year-end.
• Boards of Beter Bed Holding unanimously recommend the Shareholders to tender their Shares.
• Beter Bed Holding will hold the EGM at 10:00 hours CET on 15 November 2023.
• Navitas, Teslin and De Engh have irrevocably committed to offer their Shares, representing 44.32% of the Shares.
• The joint works council of Beter Bed Holding provided its positive advice.
• The ACM (Autoriteit Consument & Markt) issued a positive clearance decision.
• Offer is subject to certain conditions, including Acceptance Threshold of 80%.
• If the Offeror obtains 95% or more of the Shares, it will initiate Statutory Buy-Out Proceedings and may elect to implement the Post-Closing Demerger prior to initiating the Statutory Buy-Out Proceedings. If the Offeror obtains between 80% and 95% it expects to implement the Post- Closing Merger. The Offeror may only implement the Post-Closing Demerger or Post-Closing Merger if approved at the EGM.
• More information on the Offer can be found on the dedicated webpage:

www.beterbedholding.com/public-offer/.

Uden, the Netherlands, 4 October 2023, with reference to the publication of the Offer Memorandum today, Beter Bed Holding, the Netherlands' largest sleep specialist in retail, wholesale and B2B, and Torqx are pleased to jointly announce that Torqx, through the Offeror, is making a recommended public cash offer to all holders of issued ordinary shares in the capital of Beter Bed Holding (the "Shares", and each holder of such Shares a "Shareholder") at an offer price of EUR

6.10 (cum dividend) per Share. Shareholders can tender their Shares between 5 October 2023 and 29 November 2023. Completion of the Offer is expected before year end.

With the Offer Price of EUR 6.10 (cum dividend), Shareholders receive a premium of approximately 107% to the Company's closing price per Share on 7 July 2023 of EUR 2.95. This delivers immediate, certain and attractive value to the Shareholders of the Company. As such, the Offer provides the Shareholders the opportunity to monetize on their current investment and realize immediate value for their Shares, reflecting the Company's potential at an attractive price and a considerable premium. The Offer values 100% of the Shares at approximately EUR 168 million.

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The management board (the "Management Board") and supervisory board (the "Supervisory Board, and together with the Management Board, the "Boards") of Beter Bed Holding consider the Offer to be in the best interest of the Company and all of the Company's stakeholders. The Boards fully support the Transaction and unanimously recommend the Shareholders to accept the Offer, tender their Shares pursuant to the Offer and vote in favour of the resolutions to be proposed at the EGM.

John Kruijssen, CEO of Beter Bed Holding: "With the launch of the offer today, we recommend our shareholders to tender their shares under the offer. We are pleased that we have obtained all approvals for this offer launch, including the unconditional positive advice from the joint works council. In a time marked by continued macro-economic challenges and low consumer confidence, we continue to build out our business and Torqx will enable us to further invest in offering the best products for our customers. They have shown great understanding of our business and we believe being privately owned will best capture the sustainable long-term success of our business. The positive feedback we have received from our shareholders supports this view."

The Offer

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid a cash amount of EUR 6.10 (cum dividend) per Share in consideration for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) for acceptance pursuant to the Offer prior to or on the Acceptance Closing Date (each such Share, a "Tendered Share").

Further details can be found in Section 5.4 (Financing of the Offer) of the Offer Memorandum.

EGM

In accordance with Article 18, paragraph 1 of the Decree, Beter Bed Holding will hold an EGM on 15 November 2023. At the EGM, the Offer will be discussed and unanimously recommended by the Boards to the Shareholders for acceptance and the Shareholders will be requested to vote in favour of the Resolutions. Separate convocation materials will be made available on Beter Bed Holding's website (www.beterbedholding.com). Reference is made to Section 5.27 (Extraordinary general meeting) of the Offer Memorandum.

Rationale for the Offer

The Offeror and Beter Bed Holding believe that the Transaction and subsequent private ownership structure will best facilitate the sustainable long-term success of Beter Bed Holding. The Offeror will support the management team of Beter Bed Holding in realizing its strategic priorities and is committed to the long-term interests of Beter Bed Holding's stakeholders, including its employees, customers and suppliers. The Offeror fully concurs with Beter Bed Holding's commitment to its 'Sleep better, live better' strategy, including its sustainability agenda based on Promise, People and Product.

Within a setting of private ownership Beter Bed Holding will be able to fully focus on its long-term strategic plan. The backing of committed, solid and stable shareholders will drive sustainable long-term success of Beter Bed Holding and will enable the management team to fully focus on the execution of its business strategy and accelerate both organic and acquisitive growth. Beter Bed Holding will be endorsed by the Offeror to utilize all resources Beter Bed Holding has available to facilitate such growth with a focus on long- term value creation.

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Navitas, Teslin and De Engh, which are each long term and dedicated shareholders, fully endorse Beter Bed Holding's strategic rationale, substantiated by their positive response to the request of Torqx to remain involved in Beter Bed Holding and re-invest a part of their proceeds in Beter Bed Holding in a private setting. Beter Bed Holding can benefit from the resources of the Offeror and the Co-Investors and their network and significant experience as investors in the local Dutch market and the retail segment.

The all-cash Offer provides Shareholders with the opportunity to realize immediate value for their Shares, reflecting Beter Bed Holding's potential at an attractive price, and eliminating price risk related to the current operating and macro-economic environment and execution of Beter Bed Holding's strategy. The Offer Price represents an attractive premium as described in Section 5.2.3 (Premiums) of the Offer Memorandum.

Recommendation

After having received extensive legal and financial advice and having given due and careful consideration to all circumstances and all aspects of the Transaction, the Boards believe that the Offeror has made a compelling offer representing an attractive cash premium to the Shareholders, as well as favourable non- financial terms and commitments in respect of deal certainty. The Boards conclude that the Offer is in the best interest of Beter Bed Holding and the sustainable, long-term success of its business, taking into account the interests of all of Beter Bed Holding's stakeholders.

On 9 July 2023, Rabobank issued a written fairness opinion to the Boards and ABN AMRO issued a separate written fairness opinion to the Supervisory Board, in each case that, as of such date, and based upon and subject to the assumptions, qualifications and limitations set forth in each opinion, (a) the Offer Price to be received by the Shareholders is fair from a financial point of view, and (b) the purchase price for the share(s) in the capital of (i) Beter Bed Sub under the Merger Share Sale is fair to Beter Bed HoldCo, and (ii) Beter Bed SplitCo under the Demerger Share Sale is fair to Beter Bed Holding, from a financial point of view.

With reference to the above and Section 5.6 (Decision-makingand Recommendation by the Boards) of the Offer Memorandum, and subject to Section 5.22 (Competing Offer) of the Offer Memorandum, the Boards unanimously (i) support the Transaction, (ii) recommend to the Shareholders to accept the Offer and to tender their Shares pursuant to the Offer, and (iii) recommend to the Shareholders to vote in favour of the Resolutions at the EGM to be held at 10:00 hours CET on 15 November 2023.

Non-Financial Covenants

Beter Bed Holding and the Offeror have agreed to certain covenants, including covenants on strategy, financing and leverage, M&A and investments, structure and corporate governance, employees, the protection of minority shareholders and other non-financial matters, which will apply from the Settlement Date for a period of thirty (30) months.

Strategy

The Offeror subscribes to the Beter Bed Group's Business Strategy as set out in page 7 up to and including page 70 of the Annual Report 2022 including the projected capital expenditures (CAPEX) and is supportive of Beter Bed Group in its effort to realize and accelerate the Business Strategy.

Financing and leverage

The Offeror confirms that it is intended that the Beter Bed Group will remain prudently capitalised and financed in order to safeguard business continuity and to support the implementation and acceleration of the Business Strategy including but not limited to sufficient working capital financing and headroom for Beter Bed Holding's capital expenditure (CAPEX) requirements.

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M&A and investments

The Offeror will work with, and supports, the Beter Bed Group's strategic and financial strategy to grow the business both organically and through mergers and acquisitions.

As part of its support for the Business Strategy, the Offeror acknowledges that the Beter Bed Group may require additional funding to pursue add-on acquisitions. The Offeror intends to make additional equity capital available in order to finance such add-on acquisitions through a balanced combination of debt and equity financing, subject to the Beter Bed Group's approval policies and (financial) parameters as applicable from time to time.

Structure and governance

The Offeror shall procure that the headquarters of the Beter Bed Group shall remain located in Uden, the Netherlands. The Beter Bed Group will maintain its corporate identity, core values and culture.

The Offeror acknowledges that Beter Bed Holding qualifies as a large company under the DCC and it will apply the large company regime (structuurregime) if and when required under Law.

Employees

The Offeror agrees that Beter Bed Holding shall respect the existing rights and benefits of the Beter Bed Group's employees, including existing rights and benefits under their individual employment agreements, incentive plans, social plans, and collective bargaining agreements.

The Offeror agrees that there will be no changes to, or reductions in, the total workforce as a direct consequence of the Transaction. Any future redundancies will be implemented at fair terms in accordance with applicable Law, including applicable employee consultation requirements.

The Offeror will respect the Beter Bed Group's current employee consultation structure.

Reference is made to Section 5.17 (Non-FinancialCovenants) of the Offer Memorandum for a complete overview of the Non-Financial Covenants.

Corporate governance

At the Settlement Date, the Supervisory Board will initially comprise five persons. Ms B.M.A. van Hussen and Mr A.H. Beyens will continue to serve on the Supervisory Board as Independent Supervisory Board Members. In their position as members of the Supervisory Board, the Independent Supervisory Board Members shall monitor compliance with the Non-Financial Covenants. Subject to Settlement taking place and the relevant resolutions having been adopted at the EGM, Mr H.J. Geerts, Mr A.L.J. Spek and Mrs K.Y.M de Kruiff will join the Supervisory Board effective as from Settlement as members designated by the Offeror. The current members of the Management Board shall be the initial members of the Management Board following Settlement.

Joint works council

The joint works council has been informed of, and consulted on the Transaction. The joint works council has also been informed of, and consulted on, the financing for, amongst others, the Transaction. On 22 August 2023, the joint works council has rendered a positive advice regarding the Transaction and the financing.

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Competition clearance

On 14 August 2023, the ACM (Autoriteit Consument & Markt) issued a positive clearance decision with respect to the Transaction.

Indicative timetable

Expected date and time

4 October 2023

09:00 hours, 5 October 2023

10:00 hours, 15 November 2023

17:40 hours, 29 November 2023, unless extended

Within three (3) Business Days following the Acceptance Closing Date

No later than four (4) Business Days after the Unconditional Date

No later than on the third (3) Business Day following the Unconditional Date

No later than three (3) Business Days after the expiration of the Post-Acceptance Period

No later than four (4) Business Days after the expiration of the Post-Acceptance Period

Event

Announcement of (i) general availability of the Offer Memorandum and (ii) the date of the commencement of the Acceptance Period

Commencement of the Acceptance Period, in accordance with Article 14, paragraph 2 of the Decree

EGM

Extraordinary meeting of Shareholders during which the Offer will be discussed and recommended by the Boards to the Shareholders for acceptance and the Shareholders will be requested to vote in favour of the Resolutions

Acceptance Closing Date

Deadline for Shareholders wishing to tender Shares, unless extended in accordance with Article 15, paragraph 2 of the Decree

Unconditional Date

The date on which the Offeror shall publicly announce whether the Offer is declared unconditional (gestand is gedaan) in accordance with Article 16, paragraph 1 of the Decree

Settlement Date

The date on which, in accordance with the terms and conditions of the Offer, the Offeror shall pay the Offer Price per Tendered and Delivered Share to the respective Shareholders

Post-Acceptance Period

If the Offer is declared unconditional, the Offeror will announce a Post-Acceptance Period (na-aanmeldingstermijn) for the Offer for a maximum period of two weeks. During the Post-Acceptance Period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in the Offer Memorandum all in accordance with Article 17 of the Decree

Results Post-Acceptance Period

The Offeror will publicly announce the results of the Post- Acceptance Period

Post-Acceptance Period settlement date

Settlement of the Tendered Shares during the Post-Acceptance Period: in accordance with the terms and conditions of the Offer, the Offeror will pay the Offer Price for each Tendered Share

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