ABC TECHNOLOGIES ANNOUNCES RECOMMENDED OFFER TO ACQUIRE TI FLUID SYSTEMS

Combined group would create an industry leader with an extensive global product portfolio and financial strength to support long-term growth objectives

TORONTO and LONDON, Nov. 29, 2024 /PRNewswire/ -- ABC Technologies (the "Company") today announces that it has reached an agreement on the terms of a recommended all-cash offer for the acquisition by ABC Technologies Acquisitions Limited of the entire issued and to be issued ordinary share capital of TI Fluid Systems plc ("TI Fluid Systems").

TI Fluid Systems is a London-listed, market-leading global manufacturer of thermal and fluid system solutions for the full range of current and developing vehicle architectures. Operating across 27 countries and serving all major automotive manufacturers, TI Fluid Systems has a commitment to operational excellence and sustainability worldwide.

Together, ABC Technologies and TI Fluid Systems will enjoy an expanded global footprint and enhanced product portfolio. This will allow access to a broader and more diversified range of customers, including some of the largest and most recognizable automotive OEMs and Tier One suppliers worldwide.

"This transaction is a transformative strategic opportunity which unlocks value for all of our stakeholders and provides a platform for further growth," said Terry Campbell, President and CEO, ABC Technologies. "A combined business will enable us to better serve our customers, and I am excited for our teammates as we continue to build a winning future. We will be persistent in seeking alignment with organizations that have proven capabilities to further ABC's success story."

Combining the rich heritages of ABC Technologies and TI Fluid Systems – both established leading manufacturers across different product segments – will create a business that benefits from an enhanced go-to-market proposition and greater financial strength to support the long-term growth objectives and a winning vision for the future. ABC Technologies is majority-owned by funds managed by affiliates of Apollo Global Management, Inc.

Under the terms of the transaction, shareholders of TI Fluid Systems will be entitled to receive 200 pence a share, valuing TI Fluid Systems at an enterprise value of approximately £1,831 million.

The Acquisition is currently expected to complete in H1 2025, subject to shareholder and other relevant legal and regulatory approvals.

Lazard acted as lead financial advisor to ABC Technologies; Citi, TD Securities and Scotiabank also acted as financial advisers.

Kirkland & Ellis International acted as legal advisor to ABC Technologies and Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor in respect of regulatory and financing matters.

This press release must be read in conjunction with the Rule 2.7 announcement which is available on the London Stock Exchange RNS and along with other documents related to the transaction on www.projectgolfoffer.com.

About ABC Technologies

ABC Technologies is a leading global manufacturer and supplier of custom, highly engineered, technical plastics, and light-weight innovations to the North American light vehicle industry. Serving more than 25 major original equipment manufacturer customers in 8 countries, the Company is strategically placed to offer vertically integrated product and process solutions through a skilled workforce of over 11,000 team members. ABC Technologies is majority owned by certain of the affiliated funds of Apollo Global Management, Inc. and its subsidiaries, with funds managed by Oaktree Capital Management, L.P. owning a minority equity interest in ABC Technologies. Additional information about the Company can be found at www.abctechnologies.com.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how it may be accepted.

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