Mars, Incorporated agreed to acquire Hotel Chocolat Group plc (AIM:HOTC) from a group of sellers and others for approximately £520 million on November 16, 2023. Each Hotel Chocolat Shareholder will be entitled to receive 3.75 pence in cash for each Hotel Chocolat share and 1 rollover share equivalent to 30%. The acquisition is to be implemented by means of a scheme of arrangement. The consideration is expected to be financed by existing cash resources of Mars or its affiliates. Mars expects that the members of the board of directors of Hotel Chocolat Group plc will resign from office as directors of Hotel Chocolat with effect from the effective date.

Mars has received commitments and indications of support for the acquisition from Hotel Chocolat shareholders in respect of 95,753,759 Hotel Chocolat shares representing, in aggregate, approximately 69.6% of the existing issued ordinary share capital of Hotel Chocolat. The Hotel Chocolat Directors intend to unanimously recommend Hotel Chocolat shareholders to vote in favour of the scheme. The scheme is subject to the approval of Hotel Chocolat shareholders at the General and Court Meeting, third party and regulatory clearances and the sanction of the scheme by the Court. The scheme is expected to be effective in Q1 2024. As of December 14, 2023, the Scheme is expected to become effective on or around January 24, 2024 and the Long-Stop date by May 17, 2024. As of January 17, 2024, Transaction has been approved by Hotel Chocolat shareholders. As of January 23, 2024 High Court of Justice in England and Wales has sanctioned the Scheme.

Laurence Hopkins, Imran Ansari, Mae Wang and Stuart Wright of Morgan Stanley acted as financial adviser to Mars. William Lawes, Davin Staats, Fariza Steel and Adam Blin of Lazard acted as independent financial adviser to Hotel Chocolat. Dru Danford, Tim Medak, Ed Thomas, Matt Hogg and Miquela Bezuidenhoudt of Liberum acted as co-financial adviser, nominated adviser to Hotel Chocolat. Piers Prichard Jones and Victoria Sigeti of Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Mars and Gavin Davies, Caroline Rae of Herbert Smith Freehills LLP is acting as legal adviser to Hotel Chocolat in connection with the scheme. Deepti Kulkarni, Cory Trio, Rachel Nixon, Laura Kim, Lindsay Brewer, Brian Kelly and Katharina Ewert of Covington & Burling LLP acted as legal and due diligence providers to Mars, Incorporated.

Mars, Incorporated completed the acquisition of Hotel Chocolat Group plc (AIM:HOTC) from a group of sellers and others on January 25, 2024. Approximately 75.8 per cent. of the Hotel Chocolat Shares in respect of which a valid election has been made will be exchanged for Rollover Shares, with consideration for any remaining Hotel Chocolat Shares being paid in cash pursuant to the Cash Offer.