Apollo Management International LLP made a voluntary tender offer to acquire Applus Services, S.A. (BME:APPS) from a group of share holders for ?1.4 billion on March 26, 2023. Under the terms, Apollo will pay ?9.5 per shares in cash, subject to adjustment downwards in the event of dividends or other distributions by Applus. The Offeror has sufficient binding capital commitments from the Apollo Investment Funds to receive the necessary funds to, together with the debt, pay the Offer Price, as well as financing commitments from a group of credit institutions. In accordance with article 15 of Royal Decree 1066/2007, a bank guarantee for a total amount of ?1,226,204,263.50 has been submitted to the CNMV. Once the Offer has been authorized by the CNMV, the effectiveness of the Offer will be subject to the following conditions, (a) a minimum acceptance condition of 75%, (b) competition authorities, and (c) mandatory foreign investment authorizations that may be required in jurisdictions other than Spain (not subject to commitments or conditions of any kind). As of July 17, 2023, Spanish National Securities Market Commission adopted the resolution that admission for processing of the aforementioned application does not imply any type of pronouncement on the decision concerning the authorization of the takeover bid, or any of its terms and conditions, which shall be issued within the time limits and in accordance with the other requirements set forth in Article 21 of the above-mentioned regulation. In accordance with Article 26(2) of Spanish Royal Decree 1066/2007, the CNMV shall not authorize the takeover bid until the previous mandatory authorization required by said Law is obtained. ISQ Global Infrastructure Fund III (UST), L.P. a fund managed by ISQ Global Infrastructure Fund III (UST), L.P. and TDR Capital V L.P. a fund managed by TDR Capital LLP made a voluntary and competing takeover offer to acquire Applus Services, S.A from a group of share holders for approximately ?1.4 billion on June 28, 2023. As of October 3, 2023, the European Commission gave a go-ahead to US private equity firm Apollo Global Management to buy Spanish inspection and certification services provider Applus Services. As of January 17, 2024, The National Securities Market Commission (CNMV) has approved the transaction. As of February 2, 2024, The CNMV authorizes the improvement of Apollo's takeover bid for Applus from ?9.5 per share to ?10.65 per share. As of April 24, 2024, Apollo Management increased its offer price per share to ?12.51. As announced on April 3, 2024, board of directors of Applus Services unanimously issues a favorable opinion on the Offer. Although the Offer is a voluntary tender offer, the Bidder provided a valuation report dated January 8, 2024, prepared by KPMG Asesores, S.L., as an independent expert. As stated in the Prospectus, KPMG has prepared some financial projections in accordance with public information from the Company. It has also used non-public information provided by the Bidder such as the financial and tax due diligence prepared by PriceWaterhouseCoopers dated June 23, 2023. On June 29, 2023, the Apollo Funds issued a capital commitment letter in favor of the Bidder for a maximum amount of ?1,226,204,263.50. In addition, the Apollo Funds issued a second capital commitment letter in favor of the Bidder for a maximum amount of ?148,435,252.95. On January 24, 2024, the Bidder had entered into certain sale and purchase agreements pursuant to which it undertook to acquire, subject to satisfaction or waiver of certain conditions precedent, a total of up to 28,204,123 shares of the Company, representing approximately 21.85% stake, at a price of ?10.65 per share. On January 30, 2024, the Bidder further announced that the conditions precedent contained in the SPAs had been fulfilled or waived by the Bidder. Accordingly, the settlement of the acquisition of all the SPA Shares took place between February 2, 2024 and February 5, 2024. As on May 16, 2024, The minimal price difference between the offers of Manzana and Amber Equityco, S.L. (?Amber?) for Applus, coupled with the trading activity of certain third-party investors in the market, has given rise to a novel situation following the sealed envelopes phase. Whilst Manzana and its advisors understand that this situation, while complex, is not incompatible with the Spanish takeover framework, Manzana has in parallel conveyed to the CNMV that it would respect the regulator's criteria and direction, and that it would, if applicable, withdraw its Offer as soon as it was legally feasible to facilitate the resolution of such situation.

J.P. Morgan Espana S.A. and J.P. Morgan SE acted as financial advisor to Applus Services. Javier Redonet, Alfonso Ventoso and Antonio Guerra of Uría Menéndez acted as legal advisors to Applus Services. Grupo Santander acted as financial advisor to Apollo Management International LLP. Latham & Watkins acted as legal advisor to Apollo Management International LLP. Gregory Ezring, David Carmona, Matthew Friedman, Brian Grieve and Sarah Katz of Paul, Weiss, Rifkind, Wharton & Garrison LLP advised funds managed by affiliates of Apollo Global Management in obtaining financing commitments from a group of banks to support the transaction. Bnp Paribas acted as financial advisor to Apollo Management. Evercore Partners International LLP and J.P. Morgan SE will provide fairness opinions to Applus Services.

Apollo Management International LLP cancelled the acquisition of Applus Services, S.A. (BME:APPS) from a group of share holders on May 16, 2024.