What's cooking? (formerly: Ter Beke) — M&A Activity 2026

Feb 27, 2026

WHAT'S COOKING?

Press release

Regulated information

Inside information

Not for release, publication or distribution in any jurisdiction where its publication would be unlawful

Ghent, Belgium, 27 February 2026 – 8.15 (Brussels time)

Voluntary and conditional public takeover bid for What's Cooking Group NV/SA by the Daniel Coopman family and Eddy Van der Pluym via Malaga Investment SCSp

Today, the FSMA (the Belgian Financial Services and Markets Authority) publicly announced that it has received a notification indicating that Malaga Investment SCSp ("Malaga") intends to launch a voluntary and conditional public takeover bid in cash for all shares issued by What's Cooking Group NV/SA (formerly called "Ter Beke") (the "Company") (the "Bid").

The Bid is made in cash at a price of EUR 148 per share. The Bid price represents a premium of 22.3% to the closing price of the Company's share on 25 February 2026. It represents a premium of 21.3%, 27.8%, 28.9% and 30.5% respectively to the volume-weighted average stock market prices (VWAP) over the past 1, 3, 6 and 12¹ months.

The Bid price per share will be reduced on a euro-for-euro basis by the gross amount of any dividend or other distributions made by the Company to its shareholders (in the form of a dividend, distribution of share premiums, capital reduction, or in any other form) with a payment date that falls after the date of this press release and before the relevant payment date of the Bid.

The Bid relates to all shares of the Company that are not already held by Malaga or its affiliates.

As of the date of this press release, Malaga holds no shares in the Company. However, Malaga was incorporated by the Daniel Coopman family (through Famcoo Invest BV/SRL) and Eddy Van der Pluym (through Efic S.à r.l.), the historical shareholders and, indirectly through STAK Coovan, the largest shareholder of the Company. Those affiliates, as of the same date, directly or indirectly, jointly own 1,263,070 shares of the Company, representing 68.05% of the outstanding shares.

The Bid is supported by the shareholders Wallonie Entreprendre NV/SA, Alychlo NV/SA, Kadigo Stamrecht BV/SRL (specifically Mr. Dirk Goeminne via a family holding) and Katrien Goeminne, which have irrevocably committed (subject to no valid counterbid being launched) to tender all their 129,404 shares in the Company (6.97% of the total number of shares issued by the Company) into the Bid.

Since the Bid is made by an affiliate of the controlling shareholder of the Company, the independent directors of the Company have appointed Degroof Petercam Corporate Finance NV/SA as an independent expert to prepare a valuation report in accordance with article 23 of the Belgian Royal Decree of 27 April 2007 on takeover bids. This valuation report will be attached as an annex to the prospectus.

The Company is being assisted by Eubelius as legal advisor.

The Bid is subject to a number of conditions, including a 95% ownership threshold and protection against material adverse changes relating, on the one hand, to the Company (an event with an expected negative impact on FY2026 consolidated EBITDA of more than 25% compared to FY2025 consolidated EBITDA),

¹ The VWAP over the past 12 months was adjusted for the “normal” dividend of EUR 4.50 per share and the “special” dividend of EUR 5.50 per share for the period prior to the ex-coupon date (10 June 2025 for both dividends).

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WHAT'S COOKING?

Press release

Regulated information

Inside information

Not for release, publication or distribution in any jurisdiction where its publication would be unlawful

and on the other hand, the Belgian economy as a whole (a 15% decline in the BEL-20 index). If Malaga, its affiliates and persons acting in concert with it hold at least 95% of the shares in the Company after the Bid and have acquired at least 90% of the shares to which the Bid relates, Malaga intends to launch a simplified squeeze-out bid.

The Company understands that Malaga values the current management and employees of the What's Cooking group and does not intend to make changes to the management team. It also understands that Malaga wants to remain a stable employer and does not expect there to be changes in employment conditions or employment policy as a result of the Bid.

Subject to the review by the board of directors of the final prospectus and based on the preliminary findings of Degroof Petercam Corporate Finance NV/SA, the directors of the Company who are not affiliated with Malaga have unanimously decided to support and recommend the Bid. The board of directors has thereafter adopted the same decision with unanimity and will further elaborate its opinion on the Bid in the response memorandum.

Further updates will be provided as they become available.

Malaga is assisted with regard to the Bid by KBC Securities NV/SA, as financial advisor, and by KBC Bank NV/SA, as Centralising Receiving Agent.

Disclaimer

This notice is also published in Dutch and in French. If this should create uncertainty, the Dutch version will prevail.

This press release does not constitute an offer to purchase What's Cooking Group securities, nor a solicitation thereof by any person in any jurisdiction. The Bid is only made on the basis of a prospectus approved by the FSMA. No actions have been taken to enable a public takeover bid in any jurisdiction other than in Belgium. Neither this press release nor any other information in respect of the matters set out herein may be distributed in any jurisdiction where filing, qualification or any other obligations are or would be in force with regards to the content of this press release or of that information. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations of such jurisdictions. What's Cooking Group and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Contact

Piet Sanders*

Yves Regniers*

CEO

CFO

*Permanent representative of Leading for Growth BV/SRL

*Permanent representative of ESROH BV/SRL

About What's Cooking Group

What's Cooking? is a European savoury fresh food group headquartered in Belgium which commercialises in Europe and beyond a wide range of high-quality and innovative ready meal products (also known from Come a casa®), as well as related professional food services. "Day by day, we make sustainable food second nature by increasing the world's appetite for tasty, convenient meals, crafted with care both for the people and the planet". Our customers and consumers are always on our hungry minds when preparing our food products, as is the well-being of our employees from our headquarter, 6 industrial sites in Belgium, France, Poland, and the UK, and 5 sales offices. What's Cooking Group is listed on Euronext Brussels since 1986 (ticker: WHATS).

More info on What's Cooking? can be found at www.whatscooking.group

What's Cooking Group NV/SA, Kortrijksesteenweg 1091 bus C, 9051 Sint-Denijs-Westrem (Ghent) - Belgium -RPR 03421.364.139 (Ghent division)