Planned contribution of Derichebourg Multiservices to Elior Group: Signing of Purchase Agreement and Contribution Agreement

Following the December 20, 2022 press release regarding the planned contribution of Derichebourg Multiservices to Elior Group, Derichebourg today announces the signing of the memorandum of understanding and contribution agreement with Elior Group, a major milestone towards creating a new leader in contract catering and multiservices.

Unanimously approved by the Elior Group and Derichebourg Boards of Directors, the signing follows the completion of the process of informing and consulting both groups’ employee representative bodies and confirms the financial terms of the transaction as communicated on December 20, 2022. The transaction remains subject to fulfillment of standard conditions precedent for this type of transaction, including receiving authorization from the European Commission with regard to merger control, obtaining an AMF exemption from the filing of a takeover bid on the basis of Article 234-9 3° of the AMF General Regulation, as well as approval of the transaction by the Elior Group shareholders at an Extraordinary General Meeting scheduled for April 18, 2023, it being noted that Derichebourg cannot vote on the resolution concerning the contribution in accordance with Article L. 225-10 of the French Commercial Code.

The transaction will be closed on that date. Moreover, Derichebourg was informed that BDL Capital Management, Permian Investment Partners, FSP and EMESA, representing approximately 24.4% of Elior Group’s share capital and voting rights, support this new stage in the group’s strategy and will vote in favor of the contribution of Derichebourg’s Multiservices business to Elior. Should the transaction be approved, Derichebourg will hold approximately 48.4% of Elior Group following the contribution. Derichebourg will continue to consolidate its investment in Elior Group using the equity method.

This transaction would enable Elior Group to develop new business opportunities and improve its financial profile. The group’s overall European presence would be strengthened, with total revenue exceeding €5.2 billion.