Teslin Participaties Coöperatief U.A. managed by Teslin Capital Management BV and KKR & Co. Inc. (NYSE:KKR) reached a conditional agreement on recommended all-cash public offer to acquire remaining 89.2% stake in Accell Group N.V. (ENXTAM:ACCEL) for €1.4 billion on January 24, 2022. Under the terms, offerors will pay €58 per share. Offeror has received a binding equity commitment letter from funds advised by KKR, for fully committed equity financing in an aggregate amount of €1.15 billion. In addition, the Offeror has received binding debt commitments from KKR Capital Markets, Goldman Sachs and ABN Amro for an aggregate amount of €700 million which are fully committed on a 'certain funds' basis. Termination fee is set to €15.5 million or 1% of aggregate value. Accell's business and operations will be maintained in their current form under the ownership of the offerors, Accell's corporate identity, integrity, values and culture will be maintained, and Accell's headquarters will remain in its current location in Heerenveen, the Netherlands. Hoogh Blarick, holding approx. 7.5% of the Shares, has irrevocably committed to tender. If acceptance level reached to 95% or more, then Accell Group N.V. will be delisted. As of June 13, 2022, 21,329,994 Shares, representing approximately 79.43% were tendered under the Offer.

The offerors and Accell Group believe that Accell would be better positioned under private ownership to make long-term investments in its business to drive future growth amid a dynamic global environment full of challenges and opportunities. All existing rights and benefits of the Accell's employees will be respected and no reduction of the workforce of the Accell is envisaged as a direct consequence of the Transaction or completion thereof. Accell's existing Board of Management, comprised of Chief Executive Officer Ton Anbeek, Chief Financial Officer Ruben Baldew and, from February 1, 2022, CSCO Francesca Gamboni, will continue to lead the Accell.

Transaction is subject to regulatory approval, approval by shareholders of Accell, competition clearance, minimum tender of 95%, the offeror having received executed copies of resignation letters from the non-continuing members of the Supervisory Board regarding their resignation with effect as per the settlement of the offer. As of January 24, 2022, Board of Directors of Accell unanimously approved the transaction. As of March 24, 2022, the European Commission (EC) has given the approval to the transaction. Offeror anticipate that the Offer will close in late Q2 or early Q3 2022. If, after the post-acceptance period, the offeror holds at least 95% of the shares, the offeror will as soon as possible commence a compulsory acquisition procedure or a takeover buy-out procedure to obtain 100% of the shares. On June 9, 2022, offer has become unconditional. The offer period will commence from June 10, 2022 to June 23, 2022.

AXECO Corporate Finance is acting as financial advisor and fairness opinion provider and Stefan Wissing, Sybren de Beurs, Homme ten Have, Nina Kielman, Paul van der Bijl and Nima Lorjé of NautaDutilh N.V. is acting as legal advisor to Accell Group. Rabobank is acting as independent financial advisor and fairness opinion provider and WAKKIE+PERRICK is acting as independent legal advisor to the Supervisory Board. On behalf of KKR and the Consortium, Goldman Sachs is acting as financial advisor, Jan-Hendrik Horsmeier and Stephanie Horowitz of Clifford Chance LLP as legal advisor and Allen & Overy LLP is acting as Teslin's legal advisor. CFF Communications is acting as Accell Group's communications advisor. Meines Holla & Partners acted as communications advisor to KKR and Teslin.

Teslin Participaties Coöperatief U.A. managed by Teslin Capital Management BV and KKR & Co. Inc. (NYSE:KKR) completed the acquisition of remaining 89.2% stake in Accell Group N.V. on June 23, 2022. 26,020,905 Shares, representing approximately 96.90% of the aggregate issued and outstanding share capital of Accell Group has been tendered. Teslin Participaties Coöperatief U.A. managed by Teslin Capital Management BV and KKR & Co. Inc will as soon as possible initiate legal buy-out proceedings in order to obtain 100% of the shares.