Comer Industries S.p.A. (BIT:COM) entered into a definitive agreement to acquire Walterscheid Powertrain Group from OEP Capital Advisors, L.P. for approximately €210 million on July 15, 2021. Under terms of the transaction, the total consideration of €203 million includes €40 million cash consideration and will issue up to a maximum of 8,030,552 new Comer Industries' shares, which results in the entry of OEP in Comer Industries' share capital with a proforma stake of 28%. OEP will continue to own a significant minority stake in the combined company. Comer Industries will be funding the cash consideration through a combination of available funds and new debt, which will also be used to refinance Walterscheid Powertrain Group's existing debt. Walterscheid Powertrain Group will continue its operations. Walterscheid Powertrain reported consolidated turnover of €396 million in 2020. The number of Board members is expected to increase from 7 to 9, with appointment of two new directors, Joseph Huffsmith and Lee Gardner.

The transaction is subject to approval of antitrust authorities, relevant authorities pursuant to foreign direct investment legislation, Comer shareholders' meeting approval and other customary closing conditions. The transaction is approved by the shareholders of Comer. The transaction is expected to close in the fourth quarter. Crédit Agricole Corporate and Investment Bank S.A. acted as financial advisor, NCTM Studio Legale Associato and Studio Biscozzi Nobili acted as legal advisors, PricewaterhouseCoopers LLP acted as due diligence provider to Comer Industries. Freshfields Bruckhaus Deringer LLP acted as legal advisor to OEP. Alantra acted as financial advisor for Comer. Christian von Wistinghausen, Tassilo Klesen, Patrick A. Hübner, Lelu Li, Olga Prokopyeva, Klaus Kemen, Robin Maletz, Katrin Lüdtke, Michael Ziegler, Petra Fendt, Christoph Heinrich, Cathleen Laitenberger, Uwe Wellmann, Susanne Klein, Nicole Hirschvogel, Julia Alexandra Schütte, Christian Freiherr von Buddenbrock, Julia Meler Beiten Burkhardt Rechtsanwaltsgesellschaft mbH acted as a legal advisor to Comer Industries S.p.A.

Comer Industries S.p.A. (BIT:COM) completed the acquisition of Walterscheid Powertrain Group from OEP Capital Advisors, L.P. on December 1, 2021.