Acorn Agri Proprietary Limited entered into an agreement to acquire Animal Health Division from Ascendis Health Limited (JSE:ASC) on July 19, 2021. Acorn Agri Proprietary will pay preliminary purchase consideration of ZAR 770.2 million, less an amount equal to the actual aggregate net debt of Animal Health division, as at the closing Date, add the actual net working capital ("Actual Net Working Capital") of Animal Health division, as at the closing date less the target net working capital, being the amount calculated as follows: where Actual Net Working Capital equals or exceeds ZAR 140 million, an amount of ZAR 140 million; where Actual Net Working Capital equals or is less than ZAR 130 million, an amount of ZAR 130 million; and where Actual Net Working Capital exceeds ZAR 130 million and is less than ZAR 140 million, an amount equal to the Actual Net Working Capital; and the capital expenditure (“Capex”) shortfall, being the amount calculated as follows: the budgeted Capex to be spent during the period from 1 July 2020 until the Closing Date less the actual Capex spent by the Animal Health division during that period, (which cannot be a negative amount). The net asset value of Animal Health as at 31 December 2020, was ZAR 567.4 million.

The transaction is subject to ASC Shareholders, the approval of the Disposal and release of security by the Ascendis Health lender group as required under Ascendis Health's senior facilities agreement, the approval of relevant competition authorities in relation to the Disposal having been obtained and the relevant party acting as an escrow agent have concluded the escrow agreement and such agreement has become unconditional Ascendis Health will use the net proceeds of the Disposal to reduce the Group's debt. The transaction is expected to take place in the fourth quarter of the 2021 calendar year. As of September 3, 2021, Ascendis Health Limited announced the general meeting dates on which shareholders need to vote. The transaction will be approved by the shareholders on general meeting which is to be held on October 4, 2021. As on November 11, 2021, Competition Tribunal South Africa has approved the merger. As on December 15, 2021. Ascendis Health Limited announced the general meeting held by the Company, at which shareholders approved, among other things, the Animal Health Transaction as per the announcement all the conditions precedent to the Animal Health Transaction have been fulfilled. Edward Nathan Sonnenbergs Inc. acted as legal advisor and Absa Corporate and Investment Bank acted as financial advisor to Ascendis Health. Webber Wentzel and Werksmans Attorneys Incorporating Jan S. de Villiers acted as legal advisors and QuestCo (Pty) Limited acted as financial advisor to Acorn Agri Proprietary Limited. Computershare Investor Services Proprietary Limited acted as transfer secretary for Ascendis Health. PricewaterhouseCoopers Inc acted as accountant for Ascendis Health.