Certain funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) and Rettig Group Oy Ab entered into a combination agreement to make an offer to acquire Purmo Group Oyj (HLSE:PURMO) from group of shareholders for approximately ?390 million on April 26, 2024. The C Share Offer Price is ?9.91 in cash for each C Share and each F Share eligible for conversion into C Share in accordance with the articles of association of the Company validly tendered in the Tender Offer. The F Share Offer Price is ?6.00 in cash for each F Share ineligible for conversion into C Shares validly tendered in the Tender Offer. In addition, in connection with, and subject to the completion of, the Tender Offer, Rettig has irrevocably undertaken to sell all its C Shares to the Offeror for cash consideration of ?8.91 for each such C Share. Rettig?s irrevocable undertaking to sell all its 61.8% C Shares to the Offeror for cash consideration of ?8.91 for each such C Share in connection with, and subject to the completion of, the Tender Offer to support the Tender Offer. Irrevocable undertakings to support the Tender Offer from Purmo?s other shareholders represent in aggregate approximately 23.5 per cent of Purmo?s C shares and, together with Rettig?s undertaking, approximately 87.6%of all C shares in the Company. In total, Rettig?s undertaking and the irrevocable undertakings represent approximately 88.1% of all Shares. If the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the Offeror has agreed to a termination fee payment in the amount of ?2.5 million payable to the Company and the Company has agreed to reimburse expenses incurred by the Offeror (other than Rettig?s part of such expenses) up to the maximum amount of ?2.5 million. The Offeror has received equity commitment letters, as evidenced in equity commitment letters addressed to the Offeror. The debt financing has been committed by certain banks on a customary European ?certain funds? basis. The offer period under the Tender Offer is expected to commence on or about May 17, 2024, and to expire on or about June 21, 2024. The Board of Directors of Purmo, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of Purmo accept the Tender Offer. The offer is subject to receipt of the Tender Offer having been validly acceptance of 90% during the offer period, all necessary regulatory approvals, permits, clearances and consents, including without limitation approvals required under applicable foreign direct investment laws and competition clearances (or, where applicable, the expiry of relevant waiting periods) required under applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer. The Tender Offer is currently expected to be completed at the end of the second quarter or the beginning of the third quarter of 2024.

Danske Bank A/S, Finland Branch is the fairness opinion provider to Board of Directors of Purmo. The Offeror has appointed Advium Corporate Finance Ltd., Jefferies International Limited and RBC Europe Limited as financial advisers, Sidley Austin LLP, Roschier, Attorneys Ltd. and Avance Attorneys Ltd as legal advisers and Miltton Ltd as the communication adviser in connection with the Tender Offer. Purmo has appointed Danske Bank as financial adviser and Castrén & Snellman Attorneys Ltd as legal adviser.