Paine Schwartz Partners, LLC made unsolicited, confidential, non-binding indicative proposal to acquire remaining 85.16% stake in Costa Group Holdings Limited (ASX:CGC) for AUD 1.4 billion on May 31, 2023. The offer price is AUD 3.50 cash per share. The proposal is subject to a number of conditions including satisfactory completion of due diligence, execution of a binding scheme implementation agreement and approval of the PSP Investment Committee. PSP has received approval from Australia's Foreign Investment Review Board, but that approval may need to be renewed after co-investors are finalized. As of August 14, 2023, the due diligence is on going. Subject to satisfaction of the conditions, implementation of the Scheme is expected to occur in the first quarter of 2024. As on September 22, 2023, Costa Group Holdings today announces that it has entered into a Scheme Implementation Agreement with a consortium led by Paine Schwartz Partners, LLC for the acquisition of all of the issued shares in Costa. Subject to satisfaction of the conditions, implementation of the Scheme is expected to occur in the first quarter of 2024. Costa?s Board of Directors unanimously considers the Scheme to be in the best interests of Costa Shareholders and recommends that Costa shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Costa shareholders. Each Costa Director intends to vote all of the Costa shares that he or she holds or controls in favour of the Scheme, subject to those same qualifications. The transaction is implementation of the independent expert issuing an independent expert?s report, approval of the Foreign Investment Review Board for the Consortium acquiring all of the shares in Costa, noting PSP have already received approval to acquire up to 100% of the shares in Costa, approval from the Chinese State Administration for Market Regulation, the Moroccan Competition Council, and the European Commission, approval of Costa shareholders by the requisite majorities and the Federal Court of Australia, no Material Adverse Effect to Costa including a reduction in consolidated net assets or consolidated annual EBITDA-S beyond specified thresholds, no Costa Prescribed Events and certain other customary conditions. As on December 8, 2023, The Federal Court of Australia approved scheme of arrangement. As on December 22, 2023, The European Commission has approved the acquisition.

UBS Securities Australia has been appointed as financial adviser and King & Wood Mallesons as legal adviser of Costa Group. J.P. Morgan acted as exclusive financial advisor to Driscoll's, Inc as a member of the consortium acquiring Costa Group Holdings. Philippa Stone, Ryan Leslie and Melita Cottrell of Herbert Smith Freehills acted as legal advisor to Costa Group Holdings Limited (ASX:CGC).