Cary Group Holding

M&A Activity • Jun 29, 2022

The Board of Cary Group Holding AB (publ) confirms having received a public cash offer of SEK 65 per share from CVC Funds and Nordic Capital

CVC Funds and Nordic Capital, through Teniralc BidCo AB ("Teniralc"), earlier today announced a public cash offer to the shareholders of Cary Group Holding AB (publ) (the "Company" or "Cary Group") to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share (the "Offer"). The Board of Directors of Cary Group has, following the Offer, appointed an independent bid committee.

Summary of the Offer:

• Teniralc offers SEK 65 in cash per share in Cary Group (the "Offer Price"). ·
• The Offer values the total number of shares in Cary Group to approximately SEK 8,570 million. The total value of the Offer, based on the 92,288,403 outstanding shares in Cary Group, which are not directly or indirectly owned by Teniralc, CVC Funds or Nordic Capital or their respective closely related parties, amounts to approximately SEK 5,999 million. ·
• The Offer Price represents a premium of 60 percent compared to the closing price of SEK 40.6 for the Cary Group share on Nasdaq Stockholm on 28 June 2022 (which was the last trading day prior to the announcement of the Offer), 44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share on Nasdaq Stockholm during the last 10 trading days prior to the announcement of the Offer and 23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer. ·
• For further information about the Offer, please see: www.carcare-offer.com. ·

The Board of Directors of Cary Group has, within the Board, appointed an independent bid committee, which will represent the Company in connection with the Offer. The independent bid committee consists of Juan Vargues, Magdalena Persson and Ragnhild Wiborg. The board member Joakim Andreasson is considered biased, as he is Managing Director in Nordic Capital Advisors, hence Joakim Andreasson has therefore not participated in, and will not participate in, the Board of Directors of Cary Group's handling of matters relating to the Offer.

The independent bid committee will, in accordance with the regulations, announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period.

Cary Group has appointed White & Case as legal advisor in connection with the Offer.

For more information, please contact:

Juan Vargues, Chairman of the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication Tel.: +46 708 684 050 Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, highquality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-06-29 10:22 CEST.

Attachments

The Board of Cary Group Holding AB (publ) confirms having received a public cash offer of SEK 65 per share from CVC Funds and Nordic Capital