Permira Advisers Ltd. entered into a scheme of arrangement to acquire Ergomed plc (AIM:ERGO) from Amati Global Investors Ltd. and others for approximately £720 million on September 4, 2023. As per the terms, The offer price per share is £13.5. The cash consideration payable under the terms of the Acquisition, will be funded from equity to be invested by the Permira Funds and debt to be provided under the Interim facility agreement. The directors of Ergomed, who have been so advised by Jefferies and Numis as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. Accordingly, the directors of Ergomed unanimously recommend that Ergomed Shareholders vote in favour of the Scheme. It is expected that the Scheme will become effective during Q1 2024. As of October 13, 2023, the scheme was approved by the scheme shareholders at the court meeting held on that date and the special resolution relating to the implementation of the scheme was approved by the Ergomed shareholders at the general meeting. The scheme will become effective by the end of 2023. As of October 27, 2023, the boards of directors of offeror and Ergomed are pleased to confirm that all of the conditions to the acquisition relating to anti-trust and regulatory approvals have now been satisfied. The Acquisition remains subject to certain other Conditions, including sanction by the Court at the Court Hearing, delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction of the remaining general Conditions. The Court Hearing to sanction the Scheme has been scheduled to be held on November 9, 2023. The Scheme is expected to become effective on November 13, 2023. As of November 2, 2023, Permira Advisers entered into a senior facilities agreement with Kroll Trustee Services Limited as security agent and Kroll Agency Services Limited for a term loan facility in an aggregate principal amount of £200,000,000 (Facility B), and a delayed draw term loan facility in an aggregate amount of up to £85,000,000. The proceeds of any Facility B loans drawn under the Senior Facilities Agreement are to be applied by Bidco in or towards, among other things (including by way of on-lending to members of the Ergomed Group): the financing or refinancing of the consideration payable for the Acquisition; the financing of any fees, costs and expenses relating to the Acquisition; refinancing, discharging and/or acquiring existing indebtedness of the Ergomed Group and to pay breakage costs, redemption premia and any other costs related to such refinancing, discharge or acquisition; and maintaining cash over-funding. As of November 9, 2023, today, Scheme was sanctioned by the Court. It is expected that, subject to the Scheme becoming effective, the admission to trading of Ergomed Shares on AIM will be cancelled and Ergomed Shares will cease to be admitted to trading on November 14, 2023.

Julian Hudson, Aashis Mehta and Andrew Davison of N.M. Rothschild & Sons Limited acted as a financial advisor, Freshfields Bruckhaus Deringer LLP acted as a legal advisor to Permira. Michael Gerardi, Matthew Miller, Paul Bundred and James Umbers of Jefferies International Limited, Freddie Barnfield, Stuart Ord, Alexander Kladov and Euan Brown of Numis Securities Inc., acted as financial advisors, and Covington & Burling Llp acted as a legal advisor to Ergomed. Tom Mercer, Tim Rennie and Harry Thimont of Ashurst LLP acted as legal advisor to N.M. Rothschild & Sons Limited. Share Registrars Limited acted as registrar of Ergomed.

Permira Advisers Ltd. completed the acquisition of Ergomed plc (AIM:ERGO) from Amati Global Investors Ltd. and others on November 13, 2023.