AccorInvest Group SA made an offer to acquire Orbis S.A. (WSE:ORB) from Accor SA (ENXTPA:AC), ING Otwarty Fundusz Emerytalny, fund of Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. and other public shareholders for PLN 5.3 billion on December 16, 2019. The offer per share is PLN 115. As per disclosure of December 16, 2019, Accor SA entered into a binding agreement to sell its 85.8% stake in Orbis to AccorInvest at a price of PLN 115 per share, corresponding to proceeds for Accor of PLN 4.55 billion. The sale will be implemented by way of a public tender offer, which will be filed on December 17, 2019 by AccorInvest with the Polish Financial Supervision Authority for the deal. As per disclosure of December 18, 2019, Orbis announced the deal for the entire shareholding of Orbis. Additionally, Accor irrevocably undertook that until the settlement date of the tender offer or the termination of the share purchase agreement, it will not tender its shares in Orbis to any competing tender offer or withdraw its subscription to AccorInvest's tender offer, including, for the avoidance of doubt, in the event any such competing offer would be made for a higher price. Upon exceeding the 95% threshold, AccorInvest will consider delisting Orbis after resolving the issue also with minority shareholders. Accor irrevocably committed to tender its 85.8% stake to the public tender offer, subject to antitrust clearance by the European Commission. On February 18, 2020, the European Commission approved the transaction. The tender offer is conditional only upon the antitrust approval of the European Commission. The subscription period of the tender offer is intended to be opened from February 5, 2020 to March 5, 2020. The final settlement date is March 11, 2020. The closing of the transaction is expected to take place after the end of the subscription period, by the end of March 2020.

Lazard acted as financial advisor to Accor. Laurent meyer of SG Corporate & Investment Banking acted as financial advisor to Accor SA (ENXTPA:AC). Rafal Rapala, Pawel Cholewinski, Pawel Mardas, Anna Gwiazda, Michal Bedkowski-Koziol, Marcin Rzysko and Karol Polosak of Kochanski & Partners acted as legal advisors for AccorInvest Group S.A. Natixis Partners Real Estate and BofA Securities, Inc. acted as financial advisors to AccorInvest. Marcus Billam, Jean-Baptiste de Martigny, Igor Simic and Aya Bachiri of Darrois Villey Maillot Brochier and Frédéric Nouel and Pierre-Adrien Vibert of Gide acted as legal advisors for Accor. Jean-Pierre Collet and Benoit Bernard of Reed Smith acted as legal advisors in the transaction. Piotr Dulewicz, Jakub Celinski, Cezary Przygodzki, Marceli Kasperkiewicz, Dariusz Stolarek, Jan Procházka, Petr Kotáb, Perry Zizzi, Raul Mihu, Judit Kovári and Annamária Csenterics of Dentons and Valiunas Ellex acted as legal advisors for Orbis S.A. Nicolas Favre, Vincent Langenbach, Emmanuel Fatôme, Philippe Guibert and Laëtitia Gavoty-Tolot, of De Pardieu Brocas Maffei acted as legal advisors for AccorInvest. Thierry Arachtingi, Mary Serhal, Agnieszka Janicka, Jaroslaw Lorenc, Quentin Hervé and Grzegorz Namiotkiewicz of Clifford Chance acted as legal advisors for AccorInvest on the tender offer and funding. Jean-Christophe Sabourin and Patrice Mottier of EY acted as due diligence providers for AccorInvest. Eric Fiszelson of Herbert Smith Freehills Paris acted as legal advisors for banks participating in the financing. Nicolas Durand, David Kakon, Piotr Godek and Jacek Chwedoruk of Rothschild & Co SCA acted as financial advisors to Accor. Firas Abou Merhi, Sebastien Voisin and Jan Fido of Mazars Group acted as a due diligence provider to Accor.