Attestor Limited, Volkswagen AG (XTRA:VOW3) and Pon Holdings B.V. entered into tender offer support agreement to acquire Europcar Mobility Group S.A. (ENXTPA:EUCAR) from group of investors for €2.5 billion on July 28, 2021. Consideration would be paid by way of a cash tender offer at €0.50 per share, increased by a potential price supplement of €0.01 per share if the 90% squeeze-out threshold is reached at the completion of the offer (dividend attached). The group of investors mainly include Anchorage, Carval, Attestor, Centerbridge, Diameter, Marathon, Monarch. It is planned that Attestor will tender all the Europcar Mobility' shares it holds (i.e., 12.8% of the Europcar Mobility's share capital) and will reinvest the proceeds with additional cash alongside Volkswagen and Pon. Green Mobility Holding will be jointly held by the Consortium members (with 66% for Volkswagen) upon completion of the offer, together acting in concert with respect to the company. Europcar Mobility Group's other main shareholders (namely, Anchorage, Carval, Attestor, Centerbridge, Diameter, Marathon, and Monarch) representing together 55.3% of the share capital (i.e., 68% adding Attestor) have already entered into firm undertakings to tender their shares to the offer. At the expiry of the initial offer period on June 10, 2022, a total of 4,382,557,662 shares of Europcar Mobility, representing 87.38% of the share capital and at least 87.36% of the voting rights, have been tendered. Hence, the minimum acceptance threshold for the offer of 67 percent has been reached and the settlement-delivery of the shares tendered to the initial acceptance period with the payment of the offer price of €0.5 per tendered share will take place on June 22, 2022. Attestor, Volkswagen and Pon Holdings aims to acquire more than 90% of the share capital and voting rights of Europcar Mobility, if the threshold of 90% of the share capital and voting rights of Europcar Mobility is reached, the offer price will increase from €0.5 per share to €0.51 per share.

As of June 16, 2022, the current one-tier Board of Directors shall be replaced by a two-tier structure with a Supervisory Board and a Management Board. The change in governance is subject to the approval of Europcar Mobility Group's Annual General Meeting on June 29, 2022, and would be then effective after this meeting. The consortium will propose at the Annual General Meeting of Europcar Mobility Group the appointment of five candidates for the newly created Supervisory Board: Imelda Labbé and Holger Peters of Volkswagen, Jan-Christoph Peters and David Alhadeff of Attestor as well as Janus Smalbraak of Pon Holdings. Following the election at the Annual General Meeting, it is planned that Holger Peters will be appointed as Chairman of the Supervisory Board. Current Chief Executive Officer of Europcar Mobility Group, Caroline Parot intended to leave the company and current Chairman Alexandre de Juniac as well as Carl Leaver and Simon Franks will leave their functions of members of the Board of Directors of Europcar Mobility Group after the two-tier board structure is implemented.

Independent members of the current Board of Directors A break-up fee of €50 million to be paid by the offeror to the company if the filing of the offer fails to occur on or prior to December 31, 2021 for any reason (including failure to obtain the antitrust clearances) or the offeror fails to obtain all the antitrust clearances on or prior to March 31, 2022 (or June 30, 2022 in certain cases if the company elects to extend such long stop date); and a break-up fee of €50 million to be paid by the company to the offeror in the event the Board of directors gives a favorable opinion on a qualified superior alternative offer. In terms of employment, the consortium stated the offer should have no significant impact on Europcar Mobility Group's current workforce and human resources management principles and confirmed their support of the company's current labor relations and human resources policy. A customary exclusivity undertaking by Europcar Mobility Group in favor of the offeror, with certain exceptions in case of qualified superior alternative offer and which will lapse in case the consortium's offer has not been filed by December 31, 2021.

In addition to the mandatory lapse threshold provided for under article 231-9, I, 1° of the AMF General Regulation, the offer will be subject to an acceptance condition under article 231-9, II of the AMF General Regulation allowing Green Mobility Holding to withdraw the offer if less than 67% of the shares and voting rights in the company are tendered at the end of the offer (it being reminded that shareholders representing c. 68% of the company's share capital have already committed to tender their shares to the offer). The transaction will be subject to clearance from the competent antitrust authorities. It is currently contemplated that the tender offer will be filed with the AMF by the end of the third quarter 2021. The transaction was approved by the Supervisory Board of Volkswagen AG in an extraordinary meeting on July 28, 2021. The Board of Directors of Europcar Mobility Group, which met on July 28, 2021, favorably welcomed, and approved the proposed transaction, expressing a preliminary positive opinion that it is in the interests of the Company, its shareholders, employees, and other stakeholders. This preliminary opinion will be reviewed in accordance with the Board of directors' fiduciary duties upon receipt of the independent appraiser's opinion. Ad hoc committee, appointed by the Board of directors, is composed of most independent directors, including the Chairman of the Board. It will supervise the independent appraiser's work and make recommendations to the Board with respect to the planned tender offer. Ledouble SAS acted as has been appointed independent appraiser in charge of issuing a report including a fairness opinion on the financial terms of the tender offer, pursuant to the provisions of Article 261-1, I 2° and 4° of the AMF General Regulation for ad hoc committee of Europcar Mobility. As on November 23, 2021, Autorité des marchés financiers (AMF) approved the transaction. As of May 25, 2022, the European Commission Has approved the acquisition of Europcar Mobility Group by Green Mobility Holding and With the last remaining condition precedent of the offer now fulfilled. As of September 17, 2021, the transaction was approved unanimously by the Board of Europcar. The transaction is expected to be completed during the fourth quarter 2021 or first quarter 2022. As of March 15, 2022, transaction is expected to complete in the second quarter of 2022. As of May 25, 2022, transaction is expected to complete on June 10, 2022. As of June 15, 2022, the tender offer will reopen from June 16, 2022 until June 29, 2022.

Guggenheim Securities and Rothschild & Co acted as financial advisors to Europcar Mobility. Darrois Villey Maillot Brochier acted as legal advisor to Europcar Mobility and its Board of Directors. BofA Securities, Inc. acted as financial advisor while Rick van Aerssen, Hervé Pisani, Olga Stürmer, Fabrice Grillo, Martin Klusmann, Gwen Senlanne and Juliane Ziebarth of Freshfields Bruckhaus Deringer LLP acted legal advisors to Volkswagen AG consortium. Willkie advised Monarch Alternative Capital with Gabriel Flandin (Partner) in Paris, as well as Graham Lane (Partner) in London. Thomas Margenet-Baudry and Alexandra Bigot of Latham & Watkins LLP (Paris) acted as legal advisor for Anchorage Capital Group, L.L.C. Saam Golshani, Franck De Vita and Diane Lamarche of White & Case LLP acted as legal advisors to Centerbridge, CarVal, Marathon and Diameter. Arne Grimme of De Brauw Blackstone Westbroek N.V. served as co-counsel in the transaction. Caroline Lan of Gide Loyrette Nouel A.A.R.P.I. acted as legal advisor to Europcar Mobility Group S.A. and its management. Jones Day advised Bank of America Europe.

Attestor Limited, Volkswagen AG (XTRA:VOW3) and Pon Holdings B.V. completed the acquisition of Europcar Mobility Group S.A. (ENXTPA:EUCAR) from group of investors on June 29, 2022. As per the transaction, Volkswagen, Attestor and Pon Holdings requested the implementation of a squeeze-out procedure for Europcar Mobility Group. Europcar Mobility Group S.A. shareholders will receive additional price of €0.01.