Malteries Soufflet SAS submitting a conditional, non-binding and indicative proposal to acquire United Malt Group Limited (ASX:UMG) for AUD 1.5 billion on March 14, 2023. Malteries Soufflet entered into a process and exclusivity deed to acquire United Malt Group on March 28, 2023. Malteries Soufflet SAS agreed to acquire United Malt Group Limited (ASX:UMG) on July 1, 2023. Malteries acquire all of the ordinary shares on issue in United Malt (United Malt Shares) for AUD 5 (Indicative Proposal Price) in cash per United Malt Share by way of a members? scheme of arrangement. Under the Process Deed, United Malt has agreed to certain customary exclusivity restrictions, including ?no shop?, ?no talk?, ?no due diligence? and ?notification? obligations that apply during the Exclusivity Period. A customary fiduciary exception applies to United Malt?s ?no talk? and ?no due diligence? obligations, but only from the date that is four weeks after the commencement of the Exclusivity Period. The amount of each of the break fee and the reverse break fee, should either become payable under the SID, is AUD 15.0 million.

The transaction is subject to the satisfactory completion of Malteries Soufflet?s due diligence in respect of United Malt, the final approval of Malteries Soufflet?s board of directors and the board and/or investment committees (as applicable) of Malteries Soufflet?s shareholders, being InVivo, KKR, Bpifrance and Crédit Agricole, antitrust approvals, court approval and other regulatory approvals, including Australian Foreign Investment Review Board (FIRB) approval. The directors of United Malt (United Malt Directors) unanimously recommend that United Malt Shareholders vote in favor of the Scheme at the Scheme Meeting. The United Malt Board unanimously approved the transaction. As per filling on August 3, 2023, Australian Competition and Consumer Commission does not intend to conduct a public review of the Proposed Transaction pursuant to section 50 of the Competition and Consumer Act 2010. Canadian Commissioner of Competition has approved the transaction. As of August 14, 2023, UK Competition and Markets Authority (CMA) approved the transaction. As per filling on August 18, 2023, United Malt announces that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 that applied to the transaction has expired. As of August 24, 2023, approval by the German Federal Cartel office has been granted. As of October 6, 2023, Malteries Soufflet has advised United Malt that, FIRB decision in respect of the Scheme is expected to be made on or around October 12, 2023, and AMCU is expected to make a decision on or before October 19, 2023. The Scheme meeting is scheduled on October 12, 2023. If the Scheme is approved by the Requisite Majorities of United Malt Shareholders at the Scheme Meeting and all other conditional approvals are obtained, United Malt will apply to the Court for orders approving the Scheme at the Second Court Hearing, scheduled to be held on, October 16, 2023. If FIRB and the AMCU decisions are not received at the conclusion of the Scheme Meeting, United Malt intends to approach the Court and request that the Second Court Hearing be postponed to no later than the week commencing October 23, 2023. In both scenarios, the scheme implementation date will remain as November 15, 2023. United Malt Group shareholders approved the transaction on October 12, 2023. As per filling on October 13, 2023, the e Ukrainian Antitrust Clearance Condition has been satisfied. As per the filling on October 16, 2023, United Malt Group announces that the Federal Court has today made orders approving the members? scheme of arrangement under which all of the ordinary shares in United Malt will be acquired by Malteries Soufflet SAS. As of August 24, 2023, the transaction is expected to close on November 15, 2023.

Macquarie Capital acted as financial advisor, John Williamson of Gilbert + Tobin acted as legal advisor, KPMG for acting as tax advisor and Link for acting as the Share Registry to United Malt. United Malt Board appointed the Independent Expert Kroll Australia Pty Ltd. Goldman Sachs Bank Europe SE acted as financial advisor to Malteries Soufflet in the transaction. Kate Romain and Florence Haas of Bredin Prat acted as legal advisor to Malteries. Judith Fargeot, Simon Salter, Marine Pelletier-Capes, Vivien & Associés assisted Malteries Soufflet on tax law aspects, as well as by Aramis on competition law aspects and Willkie Farr & Gallagher on financial aspects. Allens was involved in Australian law, with Andrew Pascoe and Charles Ashton. Crédit Agricole Corporate and Investment Bank Société Anonyme acted as financial advisor to Malteries Soufflet. Marnie Fels, Michael Parshall, Thomas Roy of Allen & Overy acted as legal advisor to Crédit Agricole Corporate and Investment Bank. Ernst & Young Audit S.A.S. acted as accountant to Malteries Soufflet SAS.

Malteries Soufflet SAS completed the acquisition of United Malt Group Limited (ASX:UMG) on November 15, 2023. Upon close of the transaction, Graham Bradley, Mark Palmquist, Patrick Bowe, Mary Clarke, Christine Feldmanis, Gary Mize and Terry Williamson resigned as directors of United Malt; and Thierry Blandinieres, Maha Al-Bukhari Fournier, Christophe Passelande, Laura Kovats and Philip Robinson were appointed as directors of United Malt. United Malt Group Limited will be removed from the Official List at the close of trading November 16, 2023. Damien Foisy D'Angicourt and Boris Nigoux of Deloitte Société d'Avocats acted as accountant to Malteries Soufflet. Deloitte Société d'Avocats also advised KKR in the financing. The M&A Tax team of Deloitte Société d'Avocats was involved in the tax structuring aspects of the acquisition and in supporting the drafting of the documentation relating to the transaction, in coordination with the international teams of Deloitte M&A Tax ( London and New York).