Tessenderlo Group nv — M&A Activity 2025

May 12, 2025

PRESS RELEASE May 12 , 2025, 08.45 AM CET Regulated information – inside information

TESSENDERLO GROUP AND DARLING INGREDIENTS AGREE TO FORM NEW COMPANY TO ACCELERATE GROWTH IN ATTRACTIVE COLLAGEN-BASED HEALTH, WELLNESS AND NUTRITION SECTOR

• Creates \$1.5 billion revenue company in fast-growing collagen-based health, nutrition and food sectors
• 15% owned by Tessenderlo Group and 85% owned and consolidated by Darling Ingredients
• Non-cash transaction, combining assets and capabilities
• Strengthens foundation around serving food and pharma customers
• Provides a platform for accelerated product development and growth
• Creates an opportunity to unlock significant shareholder value

Brussels, Belgium – Tessenderlo Group (XBRU TESB) announces the signing of a non-binding term sheet with Darling Ingredients Inc. (NYSE: DAR) to combine the collagen and gelatin segments of their companies into a new company called Nextida™ requiring no cash or initial investment from either party. This strategic partnership aims to create a top-tier, collagenbased health, wellness and nutrition products company positioned to capitalize on global collagen growth. The transaction is subject to negotiation and execution of definitive documentation by the parties.

Pending regulatory approvals, Nextida will operate as a joint venture, with Darling Ingredients holding a majority, 85% ownership stake and Tessenderlo holding the remaining 15%. Nextida will combine Darling Ingredients' collagen and gelatin business, branded as Rousselot, with Tessenderlo's PB Leiner business. The combination will result in a new company, initially with expected annual revenue of approximately \$1.5 billion, and total gelatin and collagen capacity of approximately 200,000 metric tons across 23 facilities located in South America, North America, Europe and Asia. Over time, the integration of the two companies provides significant opportunities to realize synergies and develop the Nextida portfolio of products, delivering targeted health benefits and providing a significant opportunity to increase earnings.

EVERY MOLECULE COUNTS

"By working with Tessenderlo Group over the last several months, we have developed a great opportunity that will allow us to establish a new \$1.5 billion revenue company that provides a strong platform for accelerated product development and growth," said Randall C. Stuewe, Chairman and Chief Executive Officer of Darling Ingredients. "Collagen has represented the fastest growing area of Darling Ingredients food segment business over the past several years, and with the addition of PB Leiner's people, assets and products, we are well positioned to increase scale and focus in this rapidly growing segment." Luc Tack, Chief Executive Officer, Tessenderlo Group, added, "With this combination, we will have the best new ownership possible. We will benefit from each other by sharing technology expertise and providing a complementary offering for our global customer base. This includes many in-demand products such as gelatin and activated collagen peptides."

The integration of these businesses provides further infrastructure and geographical reach to meet the growing demand for collagen products, minimizing the need for additional infrastructure investment, while realizing significant synergies through commercial and logistical optimization and operational efficiencies.

Pending regulatory approvals, the transaction is expected to close in 2026.

This strategic partnership is expected to unlock significant value and create new opportunities for growth, while expanding options to enhance shareholder value.

About Tessenderlo Group

Tessenderlo Group is an industrial group that focuses on agriculture, valorizing bio-residuals, machinery, mechanical engineering, electronics, energy, and providing industrial solutions with a focus on water. With its headquarters in Belgium, the group is active in over 100 countries and it has a global team of more than 7,000 employees. Its belief that "Every Molecule Counts" is at the heart of the strategy of the group: Tessenderlo Group continually strives to valorize its products and processes to the maximum and to add value to everything it does. In 2024 Tessenderlo Group recorded a consolidated revenue of 2.6 billion EUR. Tessenderlo Group is listed on Euronext Brussels and is part of the Next 150 and BEL Mid indices. Financial Newswires: Bloomberg: TESB BB - Reuters: TESB.BR - Datastream: B:Tes. For more information about Tessenderlo Group, its people, its brands, and its results, please visit www.tessenderlo.com. Follow us on LinkedIn.

About Darling Ingredients

A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world's animal agricultural by-products, produces about 30% of the world's collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.

Tessenderlo Group contacts:

CFO – Investor Relations Miguel de Potter +32 2 887 09 58 ir@tessenderlo.com

This press release is available in Dutch and English on the website www.tessenderlo.com.

Disclaimer: This document may contain forward-looking statements. Such statements reflect the views of management regarding future events at the date of this document. Furthermore, they involve known and unknown risks, uncertainties and other factors that may cause actual results to be different from any results, performance or achievements expressed or implied by such forward-looking statements. Tessenderlo Group provides the information in this press release as at the date of publication and, subject to applicable legislation, does not undertake any obligation to update, clarify or correct any forwardlooking statements contained in this press release in light of new information, future events or otherwise. Tessenderlo Group disclaims any liability for statements made or published by third parties (including any employees who are not explicitly mandated by Tessenderlo Group) and, subject to applicable legislation, does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release it issues.