Potentia Capital Pty. Ltd. and HarbourVest Partners, LLC made a proposal to acquire remaining 80.2% stake in Nitro Software Limited (ASX:NTO) from group of shareholders for AUD 450 million on August 30, 2022. The offer is for AUD 1.58 cash per Nitro share. As of October 28, 2022, Potentia Capital Pty. and HarbourVest Partners increased the offer price to AUD 1.80 per share. As of December 8, 2022, Potentia Capital Pty. and HarbourVest Partners increased the offer price to AUD 2 per share. Potentia Capital has put in place binding funding commitments totaling at least AUD 580. As of December 9, 2022, Nitro Board advises shareholders to take no action in relation to the revised takeover Offer until they receive further advice from the Nitro Board. As of February 6, 2023, Potentia has indicated that it would like to engage with Nitro in relation to gaining access to due diligence, with a view to potentially increasing its AUD 2.00 per Nitro Share off-market takeover offer (Potentia Takeover Offer). Potentia has stated that subject to the performance of satisfactory due diligence on Nitro it may be in a position to increase the Potentia Takeover Offer to AUD 2.20 to AUD 2.30 per Nitro Share. Potentia has stated that due diligence could be completed within three weeks. As of February 23, 2023. Potentia has now increased the cash consideration under the Potentia Takeover Offer by AUD 0.17 to AUD 2.17 cash per Nitro Share (All-Cash Consideration). As of of March 24, 2023, Potentia has now increased the cash consideration under the Potentia Takeover Offer to AUD 2.2 cash per Nitro Share. As of March 15, 2023, Potentia's Relevant Interest in Nitro increased to 51.87%. As Potentia's relevant interest in Nitro Shares now exceeds 50%, Nitro is in the process of engaging with Potentia to facilitate an orderly transition of the Nitro Board. It is expected that all Non-Executive Directors of the Nitro Board will shortly resign and a new Board will be formed consisting of Potentia's nominee directors. Further details regarding the new Board composition will be provided in due course. As of March 23, 2023, Non-Executive Directors Michael Brown, Lisa Hennessy, Sarah Morgan, Peter Navin and Craig Scroggie have resigned, effective immediately. Non-Executive Director Kurt Johnson will stay on as Chairman for a transitional period. Potentia's Director nominees, Andrew Gray and Michael McNamara, have been appointed to the Nitro Board, effective immediately. The new Directors will stand for election at the 2023 Nitro Annual General Meeting should the Company remain listed on the ASX at that time. As of April 11, 2023, The securities of Nitro Software Limited will be suspended from quotation.

The Indicative Proposal is subject to several conditions, including satisfactory completion of due diligence over a minimum 6-week timeframe, onerous exclusivity requirements, Nitro Board approval and entry into transaction documentation subject to a range of conditions (including obtaining various third party and regulatory consents). Nitro has appointed UBS Securities Australia Limited and Allens as financial and legal adviser, respectively, and Cadence Advisory as independent adviser to the Board. As of August 31 2022, Nitro Board has concluded the Indicative Proposal significantly undervalues Nitro and unanimously rejects the Indicative Proposal as not being in the best interests of shareholders. As of November 18, 2022, Nitro determined the offer from Alludo, of AUD 2.00 per share, to be superior. As of November 23, 2022, Nitro Software Ltd said it would not allow its largest shareholder and suitor Potentia Capital access to its books without making a superior bid that could trump an offer made by KKR Inc's Alludo. As of December 2, 2022, Potentia Capital has decided to extend the period during which the Offer will remain open for acceptance until 7.00pm (Sydney, Australia time) on 18 December 2022. In a letter to the Australian Securities Exchange, Potentia, which holds 19.8 percent of Nitro, said it wanted to carry out due diligence on potentially increasing its offer. If Potentia Capital ends up having relevant interests in less than 75% of the Nitro Shares at the end of the Offer Period, it has now also decided to maintain Nitro's listing on ASX. The Nitro Shareholder meeting is scheduled on February 3, 2022. As of January 24, 2023, The Takeover Panel of the Australian Government considered that it is not against the public interest to decline to make a declaration of unacceptable circumstances. Accordingly, the Panel decided not to make a declaration of unacceptable circumstances. As of December 8, 2022, the offer will remain open for acceptance until January 8, 2023. As of December 28, 2022, the offer will remain open till March 31, 2023. As of March 31, 2023, the offer will remain open till April 28, 2023. As of February 21, 2023. As of March 31, 2023, the squeez-out procedure has commenced. The Eighth Supplementary Bidder's Statement noted Potentia's intention to announce an increase to the Potentia Takeover Offer of AUD 2.00 cash per Nitro Share (Potentia Takeover Offer) to the market on February 23, 2023. As of March 14, 2023. Spheria Asset Management reckons InvoCare chair Bart Vogel should give its suitor due diligence but push for a higher price. The firm sold half of its 4% in last Monday's raid to TPG and held on to the rest. Johnson Winter & Slattery acted as legal advisor and Jarden acted as financial advisor to Potentia. Allens acted as legal advisor and UBS acted as financial advisor to Nitro. Grant Thornton International Ltd. acted as an accountant to Potentia Capital Pty. Ltd.