FV Beteiligungs-GmbH (FVB) signed an agreement to acquire Low & Bonar PLC (LSE:LWB) from a group of shareholders for approximately £110 million on September 20, 2019. Under terms of the transaction, FV Beteiligungs will pay £0.155 per share for all the outstanding shares of Low & Bonar. If, after the date of this agreement, any dividend, distribution or return of capital is announced, declared, made or paid or becomes payable in respect of the Low & Bonar Shares, FV Beteiligungs reserves the right to reduce the consideration payable under the terms of the acquisition by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared, made or paid. The cash consideration payable by FV Beteiligungs under the terms of the acquisition will be funded from Freudenberg's existing cash resources. FVB has agreed to pay Low & Bonar, a break payment in the amount of £1.5 million if the acquisition lapses or is withdrawn as a result of FVB invoking.

Prior to the Scheme becoming effective, it is intended that applications will be made to the London Stock Exchange to cancel trading in Low & Bonar Shares on the London Stock Exchange's Main Market for listed securities and to the FCA to cancel the listing of the Low & Bonar Shares from the Official List, in each case, with effect from or shortly following the Effective Date. Freudenberg has given assurances to the Low & Bonar Directors that existing employee rights, including pension rights, of current employees will be fully safeguarded. It is intended that, with effect from the effective Date, all current Low & Bonar Directors will resign as Directors. Freudenberg's intention is to close Low & Bonar's London head office and provide the respective functions from Freudenberg's existing offices in the United Kingdom or Freudenberg's headquarters in Weinheim, Germany. This office will be closed within 18-24 months following completion of the Acquisition as part of the wider integration process, but such closure is not expected to take place within the first six months following completion of the acquisition. The transaction is subject to approval of the Low & Bonar's shareholders at the Court Meeting, CMA antitrust approvals, regulatory and Court of Session at Edinburgh approvals. As of November 5, 2019, the transaction has been approved by the shareholders of Low & Bonar PLC. On March 10, 2020 the formal application for approval was submitted to the EC by Freudenberg, following several months of pre-notification information gathering by the respective parties, in dialogue with the EC, as is normal in such processes. As of April 17, 2020 the EC will provide the approval for the Phase 1 review. The European Commission has granted unconditional Phase 1 competition clearance on April 17, 2020. The court hearing will take place on May 7, 2020. On May 7, 2020, the transaction is approved by court and become unconditional.

The scheme will become effective during H1 2020 and the long stop date is June 30, 2020. As of April 17, 2020, the scheme is expected to become effective on May 12, 2020. Stuart Vincent and Sabina Pennings of N M Rothschild & Sons Limited acted as financial advisors and Freshfields Bruckhaus Deringer LLP acted as legal advisor to Low & Bonar. Omar Faruqui and Osman Akkaya of Barclays Capital PLC acted as financial advisors and Leon Ferera, Jürgen Beninca and Sandra Kamper of Jones Day acted as legal advisors to Freudenberg. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft served as due diligence provider to FV Beteiligungs-GmbH.

FV Beteiligungs-GmbH completed the acquisition of Low & Bonar PLC (LSE:LWB) from a group of shareholders on May 12, 2020. As part of the transaction, Low & Bonar PLC will be integrated in the Freudenberg Performance Materials Business Group.