Clayton, Dubilier & Rice Fund X, L.P., Clayton, Dubilier & Rice Fund X-A, L.P., CD&R Advisor Fund X, L.P., funds managed by Clayton, Dubilier & Rice, LLC reached an agreement to acquire Huntsworth plc (LSE:HNT) from Aberforth Partners LLP, Kabouter Management L.L.C., Kames Capital plc, Merian Global Investors (UK) Limited, Hargreave Hale Limited and others for approximately £400 million on March 3, 2020. Under the terms of transaction, each Huntsworth Shareholder will be entitled to receive £1.08 in cash. The cash consideration under the terms of the acquisition values the current issued share capital of Huntsworth at approximately £400 million and implies an enterprise value of £524 million. The cash consideration payable by Clayton, Dubilier & Rice to Huntsworth shareholders will be financed from a combination of equity to be invested by CD&R Fund X and debt to be provided under a term loan facility of $295 million (£231 million) and revolving credit facility of £35 million provided by Royal Bank of Canada. As of March 10, 2020, cash consideration payable by Clayton, Dubilier & Rice to Huntsworth shareholders will be financed from a combination of equity to be invested by CD&R Fund X and debt to be provided under a term loan facility of $295 million (£231 million) and revolving credit facility of £45 million provided by Royal Bank of Canada and Barclays Bank PLC. Clayton, Dubilier will not reduce any headcount within Huntsworth. CD&R will support Huntsworth’s focus on driving organic growth and executing accretive add-on acquisitions. There will be no change in the Huntsworth locations or functions of Huntsworth headquarters. The transaction is subject to customary closing conditions, including approvals of Huntsworth shareholders, receipt of clearances or relevant waiting periods having expired, as applicable, under the merger control regimes in Austria, Russia and the United States, and sanction of the Scheme by the Court. Huntsworth Directors intend to recommend unanimously that Huntsworth Shareholders vote in favour of the transaction. Clayton, Dubilier & Rice has received irrevocable undertakings of 51.5 million representing 13.91% of Huntsworth Shares to vote in favour of the scheme at the court meeting, also from Huntsworth Directors who own shares of 135.8 million representing 36.7% shares of Huntsworth. Clayton, Dubilier & Rice received letters of intent to vote in favour of the transaction and resolutions relating to the acquisition at the Huntsworth General Meeting representing 21.92% of Huntsworth shares. As of March 10, 2020, transaction will be subject to, amongst other things, the applicable requirements of the Takeover Code, the Panel, London Stock Exchange plc and the Financial Conduct Authority. The court meeting and Huntsworth shareholders meeting will be held on 16 April 2020. As per the update on April 14, 2020, the transaction has unconditionally approved by the Federal Antimonopoly Service of Russia. The court and shareholder of Huntsworth approved the transaction on April 16, 2020. As of April 30, 2020, the Court has sanctioned the scheme of arrangement pursuant to which the recommended cash offer by Bidco for the entire issued and to be issued share capital of Huntsworth is being implemented. The Scheme will become effective upon a copy of the Court Order being delivered to the Registrar of Companies, which is expected to take place on May 1, 2020. It is expected that the listing of Huntsworth Shares on the premium listing segment of the Official List of the Financial Conduct Authority and trading of Huntsworth Shares on the London Stock Exchange's main market for listed securities will be cancelled with effect from 8.00 a.m. on May 1, 2020. Therefore, the last day of dealings in, and for the registration and transfer of, the Huntsworth Shares will be April 30, 2020. Geoff Iles, Richard Abel, Gordon Butterworth and Ben Winstanley of Merrill Lynch International, Paul Tomasic and Alexander Thomas of RBC Capital Markets and Jonathan Harrison, Larry DeAngelo and Mark Martin of Houlihan Lokey EMEA, LLP acted as financial advisors for CD&R. Warner Mandel, Vicky Yuen van de Vorstenbosch and Pietro Franchi of N.M. Rothschild and Sons Limited acted as financial advisors for Huntsworth. Simon Tinkler, Katherine Moir, Steven Fox, Sonia Gilbert, Erik O'Connor, Fiona Coffee, Olivia Higgs, George Holman, Martin Kolmar, Maria Shodeinde, Jenny Storey, Becky Moore and Catherine Cook of Clifford Chance LLP is acting as legal adviser to CD&R. David Robson and his team advised the lending banks to CD&R as legal advisors. Pinsent Masons LLP is acting as legal adviser to Huntsworth. Computershare Investor Services PLC acted as registrar of Huntsworth. Omar Faruqui, Olga Tavolzhanskaya and Will Thompson of Barclays PLC acted as financial advisor to Clayton, Dubilier & Rice, LLC. Tom Mercer and Tim Rennie of Ashurst acted as legal advisors for Merrill Lynch. Clifford Chance LLP acted as legal advisor to Royal Bank of Canada. Debevoise & Plimpton LLP acted as a legal advisor to Clayton, Dubilier & Rice, LLC. Clayton, Dubilier & Rice Fund X, L.P., Clayton, Dubilier & Rice Fund X-A, L.P., CD&R Advisor Fund X, L.P., funds managed by Clayton, Dubilier & Rice, LLC completed the acquisition of Huntsworth plc (LSE:HNT) from Aberforth Partners LLP, Kabouter Management L.L.C., Kames Capital plc, Merian Global Investors (UK) Limited, Hargreave Hale Limited and others on May 1, 2020. David Lowden, Andrew Boland, Nicola Dulieu and Patricia Billingham have tendered their resignations and have stepped down from the Huntsworth Board.