Triton Fund V SCSP, Triton Fund V L.P., Triton Fund V F&F No. 5 SCSp, Triton Fund V F&F No.3 L.P., Triton Fund V F&F L.P., Triton Fund V F&F No. 2 L.P., Triton Fund V F&F 4 SCSp and Triton C Investment A L.P., managed by Triton made an offer to acquire Clinigen Group plc (AIM:CLIN) approximately £1.2 billion on December 8, 2021. Clinigen Shareholders will be entitled to receive £8.83 per share valuing the entire issued and to be issued ordinary share capital of Clinigen at approximately £1.2 billion on a fully diluted basis. Clinigen Shareholders will be entitled to receive the previously declared final dividend of 5.46 pence per Clinigen Share. The consideration shall be financed from the equity to be invested by the Triton Funds (including the funds provided by StepStone in connection with the co-investment); and debt, pursuant to the terms of a commitment letter and interim facilities agreement in respect of certain senior debt facilities and second lien debt facilities between Bidco and; (i) J.P. Morgan Securities plc; (ii) Credit Suisse AG, London Branch (iii) Barclays Bank plc and (iv) HSBC Bank plc, dated on or around the date of this announcement. On November 13, 2021, Clinigen and Triton entered into a confidentiality agreement for the transaction. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement and must be approved by a majority in number of the Scheme Shareholders and also be approved by Clinigen Shareholders at the General Meeting and foreign investment approvals. The receipt or waiver of applicable antitrust approvals or clearances in Austria, Denmark, Germany, Ireland, Portugal, South Africa and the United States. Clinigen Directors intend to recommend unanimously that Clinigen Shareholders vote in favor of the offer. As of December 20, 2021, Board of Directors of Clinigen Group plc unanimously recommended its shareholders to vote in favor of the transaction in general meeting to be scheduled on January 18, 2022. The Scheme is expected to become Effective early in the second calendar quarter of 2022. Long Stop date for this transaction is September 8, 2022. As of January 10, 2022, Triton, the MLAs and the Additional Credit Parties, among others, entered into a new binding commitment letter which replaces the original debt commitment letter entered into by Triton.

As on January 17, 2022, the offer price increased to £9.25 per share. The Increased Final Offer values the entire issued and to be issued ordinary share capital of Clinigen at approximately £1.3 billion on a fully diluted basis. The cash consideration payable to the Clinigen Shareholders by Bidco under the terms of the Increased Final Offer will be financed by a combination of equity to be invested by the Triton Funds pursuant to a revised equity commitment letter dated January 17, 2022 (including the funds provided by StepStone in connection with the co-investment) and debt, pursuant to the terms of a commitment letter dated January 14, 2022 and an interim facilities agreement dated December 8, 2021 in respect of certain senior and second lien debt facilities between, among others, Bidco and; (i) Barclays Bank PLC; (ii) Credit Suisse AG, London Branch (iii) HSBC Bank plc; (iv) J.P. Morgan Chase Bank, N.A., London Branch; (v) J.P. Morgan Securities plc; (vi) NatWest Markets plc; (vii) National Westminster Bank Plc; and (viii) Investec Bank plc. The Increased Final Offer is final and will not be increased, except that offeror reserves the right to revise the financial terms of the Increased Final Offer if there is an announcement on or after the date hereof of an offer or a possible offer for Clinigen by a third party offeror or a potential offeror. The Clinigen Board intends to propose that the Court Meeting and the General Meeting, which are due to be held on January 18, 2022, be adjourned so as to be held on February 8, 2022. The Clinigen Directors, who have been so advised by RBC Capital Markets and Numis as to the financial terms of the Increased Final Offer, consider the terms of Increased Final Offer to be fair and reasonable. Clinigen Directors recommend unanimously that Clinigen Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. As of January 18, 2022, Clinigen Group plc has adjourned the shareholder's meeting so as to be held on February 8, 2022. The Scheme and its implementation were approved at the Court Meeting and Clinigen Shareholders at the General Meeting on February 8, 2022. Clinigen Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 358,902 Clinigen Shares, in aggregate, representing approximately 0.27% of the Clinigen Shares in issue on January 14, 2022. It is expected that the Scheme will become Effective in the second quarter of 2022. On March 3, 2022, Triley, a wholly owned subsidiary of funds advised and managed by Triton Investment Management Limited, acceded to the Commitment Documents. Clinigen announced that the High Court of Justice in England and Wales has made an order sanctioning the Scheme. The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on April 4, 2022. It is expected that, subject to the Scheme becoming Effective on April 4, 2022, the cancellation of admission to trading of Clinigen Shares on AIM will take effect on April 5, 2022.

Mark Preston, Thomas Stockman, Marcus Jackson and Elliot Thomas of RBC Europe Limited and James Black, Stuart Ord, Garry Levin, Freddie Barnfield of Numis Securities Limited acted financial advisors and fairness opinion providers to the Directors of Clinigen. James Mitford, Hemant Kapoor, Dwayne Lysaght and Alex Bruce of J.P. Morgan Securities plc, Barclays Bank plc and HSBC Bank plc acted as financial advisors to Triton and Bidco. White & Case LLP acted as legal advisor to Triton and Bidco. Alston & Bird (City) LLP acted as legal advisor to StepStone. Ashurst LLP acted as legal advisor to Clinigen. Equiniti Limited acted as registrar to Clinigen. Simon Wood and Peter Crichton of Addleshaw Goddard acted as legal advisors to J.P. Morgan Securities plc. Saloni Joshi and Stuart Harray of Alston & Bird LLP acted as legal advisor to StepStone Group Inc. Barclays acted as financial advisor to Clinigen.

Triton Fund V SCSP, Triton Fund V L.P., Triton Fund V F&F No. 5 SCSp, Triton Fund V F&F No.3 L.P., Triton Fund V F&F L.P., Triton Fund V F&F No. 2 L.P., Triton Fund V F&F 4 SCSp and Triton C Investment A L.P., managed by Triton completed the acquisition of Clinigen Group plc (AIM:CLIN) on April 4, 2022. As of April 4, 2022, the non-executive directors of Clinigen, being Elmar Schnee, Ian Johnson, Anne Hyland, Alan Boyd and Sharon Curran have stepped down from the board of directors of Clinigen.