CABKA Group GmbH entered into a heads of agreement to acquire Dutch Star Companies TWO B.V. (ENXTAM:DSC2) (DSCT) in a reverse merger transaction for approximately €110 million on December 14, 2021. Under the terms of the transaction, DSCT will issue 11.172 million shares. CABKA Group GmbH reached an agreement to acquire Dutch Star Companies TWO B.V. (ENXTAM:DSC2) (DSCT) in a reverse merger transaction on December 22, 2021. Post-closing, CABKA shareholders will receive 70% shares and DSCT shareholder will receive 30% stake in the combined company. DSCT will be renamed into Cabka N.V. and will become the listed holding company of Cabka Group GmbH. Under the terms of transaction, For every six shares Dutch Star Companies TWO, shareholders received three warrants (DSCW1, DSCW2 and DSCW3) and three warrants (DSCW1, DSCW2 and DSCW3) following completion of the business combination on 4 March 2022.Under the terms as described in the prospectus the DSCW1 warrants were automatically converted into 0.12 ordinary shares Cabka N.V. per warrant. The business combination will maintain its listing on Euronext Amsterdam, and as a result, listed shares in the company will be issued to the existing shareholder of Cabka and will trade publicly on Euronext Amsterdam under a new ticker symbol: “CABKA”. DSCT will hence trade under the symbol CABKA with international securities identification number NL00150000S7.

The transaction is subject to obtaining the relevant financing consents, approvals from the DSCT shareholders. As of December 23, 2021, 72.2% of DSCT's shareholders have already provided indications of support for the deal at the upcoming extraordinary general meeting scheduled to be held on February 28, 2022. As of December 23, 2021, 85.4% of DSCT's shareholders have already provided indications of support for the deal at the upcoming extraordinary general meeting At an Extraordinary General Meeting of shareholders on 28 February 2022, 100% of DSCT shareholders voted in favor of the business combination with Cabka, resulting in a legal acquisition of Cabka GmbH by DSCT, immediately renaming Dutch Star Company TWO into Cabka N.V. to continue the activities of Cabka under that name. Shareholders of Dutch Star Companies TWO became shareholders of Cabka. The business combination is expected to become effective and subsequent listing of Cabka N.V. on March 1, 2022.

Bansbach acted as the auditor and DeBreij acted as the legal advisor for Cabka. Oaklins acted as the financial advisor, Hans Schoneweg, Heike Weber, Tim Mueller and René Galle of Allen & Overy LLP (Germany), Sjoerd Bujin of Allen & Overy (Netherlands), Allen & Overy teams in Belgium, the UK, Spain and US acted as the legal advisors and KPMG acted as the financial and tax due diligence advisor for DSCT.