Walter de Gruyter GmbH reached a conditional agreement to acquire Koninklijke Brill NV (ENXTAM:BRILL) from Mont Cervin S.à.r.l., Teslin Participaties Coöperatief U.A., J.P. van Slooten Beheer B.V. and Stichting John and Marine van Vlissingen Foundation and others for ?51.5 million on October 12, 2023. Under the terms of agreement, De Gruyter will acquire Koninklijke Brill at an offer price of ?27.50 per Security (cum dividend), representing a total consideration of approximately ?51.5 million. The combination will jointly publish well over 3,500 books and 800 journals per year. The enlarged scale will accelerate the transition to new business models such as open access and finance investments in technology for end-to-end workflows and a state-of-the-art market-facing (content) platform. Upon the closing of the transaction, the combined company will be headquartered in Berlin, Germany while Brill?s office in Leiden, the Netherlands, will be one of the largest offices of the new combination and will continue to have material substance, both in number of people and in terms of responsibilities. De Gruyter Brill will continue to be present in global offices and employ around 750 employees. The combination will have a core executive team (the ?Core Executive Team?), which shall be composed of De Gruyter?s current Chief Executive Officer (CEO) and Chief Finance Officer (CFO), Carsten Buhr and Christopher Radloff, and Brill?s current Chief Publishing Officer (CPO), Jasmin Lange. The management board of the combination (the ?Combination Management Board?) shall comprise seven members and be composed of the Core Executive Team and a Chief Commercial Officer (CCO), a Chief Operations Officer (COO), a Chief Technology Officer (CTO) and a Chief Human Resources Officer (CHRO), who will be appointed as soon as possible in accordance with the ?best person for the job?-principle. The existing rights and benefits of the employees of Brill will be respected, as will the Company's current employee consultation structure and existing arrangements with any employee representative body within the Company. The Offeror shall fund the Offer and the Transactions through a combination of its own cash reserves and third-party debt financing (the ?Debt Financing?). The Debt Financing will be obtained through a ?sale and lease back? structure whereby the Offeror will sell two properties in Berlin, Germany for an aggregate purchase price of ?48.9 million to a company managed by LHI Leasing GmbH. This company will fund the purchase price with debt financing to be obtained from Landesbank Baden-Wurttemberg. The Offeror has no reason to believe that any conditions applicable to the Debt Financing will not be fulfilled on or prior to the settlement date of the Offer. Following Settlement, the Company will continue to have a Supervisory Board comprised of five members, of which at least two members qualify as independent from the Offeror within the meaning of the Dutch Corporate Governance Code. The two independent supervisory board members will be tasked in particular with monitoring compliance with the Non-Financial covenants and any deviation from the Non-Financial Covenants will require the prior approval of the Supervisory Board, including the affirmative vote of the two independent supervisory board members. The new corporate brand name for the combination will be "De Gruyter Brill" with a new corporate logo. "Brill" and "De Gruyter" will remain the most prominent imprints. The Company shall pay to the Offeror an amount of: (i) ?1 million if the Merger Protocol is terminated because the commencement condition or offer condition relating to the Share Trust Office has not been satisfied or waived; (ii) ?1.2 million if the Merger Protocol is terminated because of an adverse recommendation change or a Superior Offer; and (iii) ?1 million if the Merger Protocol is terminated in case of a material breach by the Company. The Offeror shall pay to the Company an amount of: (i) ?0.9 million if this Merger Protocol is terminated by the Offeror because the offer condition to obtain Competition Clearance has not been satisfied or waived; and (ii) ?1 million if the Merger Protocol is terminated in case of a material breach by the Offeror.

The works council of Brill will be consulted in connection with the Offer, and the Offer will be subject to certain customary conditions, including obtaining Competition Clearance (as defined below). Also the commencement of the Offer shall be subject to the satisfaction or waiver of commencement conditions customary for a transaction of this kind, being: the AFM having approved the offer memorandum, no Superior Offer (as defined below) having been announced or made and no announcement having been made of a mandatory offer for Securities with a consideration that is at least equal to the Offer price, the shareholder irrevocable undertakings being in full force and effect, the Offeror having received executed copies of resignation letters in respect of each of the resigning members of the Management Board and Supervisory Board, trading in the Securities on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. (?Euronext Amsterdam?) not having been permanently suspended or ended as a result of a measure taken by the AFM or a listing measure taken by Euronext Amsterdam; The Boards unanimously support and recommend the Offer and the transactions contemplated in connection therewith, including, to the extent applicable, the Buy-Out (as defined below) and the Post-Closing Merger Restructuring (as defined below) (together, the Transactions). Brill?s largest Securityholders, including Mont Cervin S.à.r.l., Teslin Participaties Coöperatief U.A., J.P. van Slooten Beheer B.V. and Stichting John and Marine van Vlissingen Foundation, together representing approx. 60.4% of all Securities, have irrevocably agreed to tender their Securities into the Offer. Brill?s management board (the ?Management Board?) and supervisory board (the ?Supervisory Board, and together with the Management Board, the ?Boards?) consider that the Offer is in the best interests of the Company and promotes the sustainable success and long-term value creation of its business, having taken into account the interests of the Company's stakeholders. The transaction is expected to complete in the second quarter of 2024. The Offer provides the Securityholders with an attractive premium and immediate value.

AXECO Corporate Finance B.V. (?Axeco?) has provided a fairness opinion to the Boards and Oscar Nettl, Michel Cijsouw, Aaron van Gils of Coöperatieve Rabobank U.A., acting through its Corporate Finance Advisory department, also known as Mergers & Acquisitions (?Rabobank?) has provided a separate fairness opinion to the Supervisory Board. Axeco is acting as financial advisor and Allen & Overy LLP is acting as legal advisor to the Company. Rabobank is acting as independent financial advisor to the Supervisory Board. CFF Communications is acting as communications advisor to the Company. Park 56 is acting as financial advisor and Björn van der Klip and Jeroen Smits of Stibbe N.V. is acting as legal advisor to the Offeror.