Enovis Corporation signed an agreement to acquire Limacorporate S.p.A. from MIR Capital S.C.A., SICAR, EQT Partners AB and EQT VII for approximately ?450 million on September 22, 2023. The consideration includes a cash payment of ?700 million at closing, which includes the repayment of certain Lima indebtedness, and ?100 million in shares of Enovis common stock expected to be issued within 18 months after closing. ?403.26 million cash is the base cash consideration to be paid for shares. The transaction is subject to the receipt of applicable regulatory approvals and customary closing conditions. The transaction is expected to be completed in early 2024. The transaction is expected to result in shareholder value creation and annual cost synergies of approximately ?38 million expected by year 3. As of October 20, 2023, Enovis estimates that the net proceeds from the Offering will be approximately ?365.35 million (or approximately ?420.31 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting fees and estimated expenses. Enovis intends to use approximately $53.9 million (?51 million) of the net proceeds from the Offering to pay the cost of the capped call transactions. Enovis intends to use the remainder of the net proceeds from the Offering, together with approximately $400 million (?378 million) of borrowings under a new term loan facility, and cash on hand to fund the cash purchase price of the pending acquisition of Lima Acquisition, with any remaining proceeds being used for general corporate purposes. If the pending acquisition of LimaCorporate S.p.A. is not consummated on or prior to June 30, 2024, or if, before such time, the acquisition agreement with respect to the Lima Acquisition is terminated or the Company reasonably determines in good faith that the Lima Acquisition will not be consummated.

UBS Investment Bank and J.P. Morgan Securities LLC acted as financial advisor to Enovis Corporation. Allen & Overy LLP acted as legal advisor to Enovis Corporation. The Goldman Sachs Group, Inc, Morgan Stanley and Mediobanca Banca di Credito Finanziario S.p.A. acted as financial advisor to EQT Partners AB. Latham & Watkins LLP and PwC Legal acted as legal advisor to EQT Partners AB.

Enovis Corporation completed the acquisition of Limacorporate S.p.A. from MIR Capital S.C.A., SICAR, EQT Partners AB and EQT VII on January 3, 2024.