Bredin Prat advises Permira and the Consortium comprising Everest UK HoldCo Limited (a Permira portfolio company) and CD&R on the proposed acquisition of a majority stake in Exclusive Networks followed by a simplified mandatory tender offer

Bredin Prat is advising the Consortium consisting of CD&R and Everest UK HoldCo Limited, an entity controlled by the Permira funds, with a view to the acquisition of a block of shares representing 66.7% of the share capital and 66.7% of the theoretical voting rights of Exclusive Networks. The acquisition of the block of shares will be followed by a simplified mandatory tender offer for all of the remaining Exclusive Networks shares at a price of €18.96 per share, after payment of an exceptional distribution of €5.29 per share, representing a total of €24.25 per share.

Filing of the tender offer is subject to completion of the Acquisitions, which are conditional upon obtaining customary regulatory approvals, notably in connection with antitrust, foreign investment control (FDI) and foreign subsidies in the European Union before 22 March 2025, approval by Exclusive Networks’ shareholders of the exceptional distribution and the payment of such exceptional distribution, financed in part by a new credit facility entered into in the context of the Proposed Transaction.

The transaction is expected to close in Q1 2025.

The Bredin Prat team assisting the Consortium includes:

• Corporate: Olivier Assant and Kate Romain (partners), Karine Angel (counsel), Aude Pianet, Nicolas Guichot-Pérère
• Tax law: Julien Gayral (partner), Kevin Guillou, Pauline Meyrueis
• Financing: Karine Sultan (partner), Benjamin Cartier, Tangui Resmond
• Employment law: Laetitia Tombarello (partner), Camille Wattrelos
• Financial services regulation: Bena Mara (counsel)
• Public law / FDI: Guillaume Léonard, Ilia Tushishvili