ISQ Global Infrastructure Fund III (UST), L.P. a fund managed by ISQ Global Infrastructure Fund III (UST), L.P. and TDR Capital V L.P. a fund managed by TDR Capital LLP made a voluntary and competing takeover offer to acquire Applus Services, S.A. (BME:APPS) for approximately ?1.2 billion on June 28, 2023. On September 13, 2023, Applus, I Squared Capital Advisors (UK) LLP and TDR Capital, entered into a joint bid agreement, pursuant to which they agreed certain cooperation principles for the implementation of the Offer. The consideration offered by the Offerors to the holders of the shares in Applus Services, S.A. amounts to ?9.75 per share. As a result, the maximum total amount to be paid by the Offeror is ?1,258,472,796.75. The Offer Price will be fully paid in cash. The Offeror has the debt and equity commitments necessary to pay the consideration. On April 25, 2023, Applus, I Squared Capital Advisors (UK) LLP and TDR Capital, entered into a confidentiality agreement to preserve the use and confidentiality of the initial discussions and the information. As of January 23, 2024, The offer was increased to ?10.65 per share.

The launching of the Offer does not require the approval of any other resolution by any corporate body of the Offeror or its shareholders. The transaction offer will be subject to the prior authorization from the Council of Ministers of the Government of Spain, Target shareholders, authorization by the European Commission, Hart-Scott-Rodino, deemed authorization by the National Antitrust Authority of Canada, National Competition Authority of the People?s Republic of China, National Competition Authority of Saudi Arabia, and Kuwait Competition Protection Agency. the relevant authorization to the Directorate General for International Trade and Investment of the Ministry of Industry, Trade and Tourism.

On August 11, 2023, the Economic Service Bulletin published the authorization of the Offer, without restrictions by the Brazilian Competition Defense Administrative Council. Consequently, this condition has been fulfilled; On August 14, 2023 the National Competition Authority of Canada confirmed in writing to the Offeror the formal authorization. Consequently, this condition has been fulfilled; On September 15, 2023, the National Economic Prosecutor?s Office of Chile published the resolution of approval of the Offer by such authority. Consequently, this condition has been fulfilled; and On October 2, 2023, the European Commission has notified its decision to unconditionally approve the Offer. Consequently, this condition has been fulfilled. On September 8, 2023, the Generality of Catalonia confirmed to Applus its prior consent to the Offer. Therefore, this condition has already been fulfilled. On October 4, 2023, the Offeror, with the assistance of the Applus Group, obtained confirmation that the Irish Road Safety Authority. Consequently, this condition has been met.

Kroll Advisory, S.L. acted as fairness opinion provider and Linklaters, S.L.P. acted as legal advisor to TDR Capital LLP & I Squared Capital Advisors (US) LLC. Merrill Lynch International acted as financial advisor for TDR Capital LLP. Barclays PLC (LSE:BARC) acted as financial advisor to TDR Capital LLP and I Squared Capital Advisors (US) LLC. Morgan Stanley (España), S.A. acted as a legal advisor for I Squared Capital Advisors (US) LLC and TDR Capital LLP. J.P. Morgan acted as financial advisor for Applus Services, S.A. Jefferies Financial Group Inc. (NYSE:JEF) acted as financial advisor to I Squared Capital Advisors (US) LLC.HSBC Bank plc Sucursal en Espana acted as Financial advisor for Applus Services SA. Javier Redonet, Alfonso Ventoso, Antonio Guerra of Uría Menéndez acted as legal advisors to Applus Services.