Board of Directors of GMM Pfaudler approves acquisition of majority stake in Pfaudler group

At meeting held on 20 August 2020

The Board of Directors of GMM Pfaudler at its meeting held on 20 August 2020 approved the signing of definitive agreements in connection with the acquisition, by the Company, of a majority shareholding (54%) in global business of the Pfaudler group from Pfaudler UK. The Company will acquire 34.4% of the Pfaudler Group by itself and 19.6% of the Pfaudler Group through its wholly owned subsidiary, Mavag AG.

As part of the transaction, Tarak Patel (Managing Director of the Company) and Ashok Patel (Director of the Company) (Patel Family'), will also acquire 26% of the shareholding in Pfaudler Group, through one or more entities. The balance 20% of the Pfaudler Group will continue to be held by Pfaudier International S.a.r.[. ('Pfaulder S.a.r.I.), the existing ultimate shareholders of the Pfaudler Group. Pfaudler S.a.r.1. is ultimately owned and controlled by Deutsche Beteiligungs AG (DBAG) Fund VI (Guernsey) LP.

The Pfaudler Acquisition and the acquisition of stakes by the Patel Family will be undertaken through an entity in Luxemburg, GMM International S.a.r.l. (JV Entity). Pursuant to the aforesaid acquisitions, the Company will directly hold 34.4%, Mavag AG will hold 19.6%, Patel Family (through their entity) will hold 26% and Pfaudler S.a.r.l. will hold 20%, respectively, of the shareholding of the JV Entity.

The Board has approved the execution of the share purchase agreement and the shareholders' agreement in connection with the Pfaudler Acquisition.

The target entities forming part of the Pfaudler Group and which are proposed to be acquired by the Company are set out below -

1. Pfaudler GmbH Germany
2. Pfaudler S.r.l. Italy
3. Pfaudler Limited UK
4. Pfaudler Services Benelux B.V. Netherlands
5. Pfaudler Private Limited Singapore
6. Pfaudler Ltda. Brazil
7. Pfaudler S.A. de C.V. Mexico
8. Suzhou-Pfaudler Glass-Lined Equip. Co. Ltd. China
10. A newly incorporated entity in Delaware holding the business of Pfaudler, Inc. in Rochester, New York, and the equity interests in Edlon, Inc. and Glasteel Parts and Services, Inc. USA