This is a joint press release by Accell Group N.V. ("Accell Group") and Sprint BidCo B.V. (the "Offeror"). The Offeror is an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates ("KKR"). Teslin Alpine Acquisition B.V. ("Teslin Acquisition"), a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. ("Teslin"), is together with the Offeror and KKR referred to as the "Consortium". This joint press release is issued pursuant to the provisions of article 10, paragraph 3 and article 18, paragraph 3 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group (the "Offer", and together with the Buy-Out and the Post-Offer Merger and Liquidation (both as defined below), the "Transaction"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 6 April 2022 (the "Offer Memorandum"), which is available as of today. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

CONSORTIUM LED BY KKR LAUNCHES RECOMMENDED ALL-CASH OFFER FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES OF ACCELL GROUP
Heerenveen, the Netherlands, 7 April 2022 – Publication of the Offer Memorandum – Offer to be discussed at the EGM on 20 May 2022 – Acceptance Period ends on 3 June 2022, unless extended

Transaction Highlights

Recommended all-cash public offer by the Offeror for all the issued and outstanding ordinary shares in Accell Group at an offer price of EUR 58.00 (cum dividend) per Share
Acceptance Period runs from 8 April 2022 to 3 June 2022. Completion of the Offer is expected in late Q2
The Consortium and Accell Group believe that the Transaction offers Shareholders significant and immediate de-risked cash value, against a backdrop of increased geopolitical uncertainty and ongoing volatility in global supply chains and equity markets
The Boards of Accell Group unanimously (i) support the Transaction, (ii) recommend the Offer for acceptance by the Shareholders and (iii) recommend to the Shareholders to vote in favour of the resolutions to be proposed at the EGM
Accell Group will hold the EGM at 10:00 hours CEST on 20 May 2022The Consortium fully supports the Group’s business ambitions and Accell Group’s ‘Lead Global. Win Local’ strategy, and will provide experience and resources to accelerate the growth and roll-out of the Group’s business strategy, including potential acquisitions
The Consortium and Accell Group believe that Accell Group would be better positioned under private ownership to make long-term investments in its business to drive future growth amid a dynamic global environment full of challenges and opportunities
Teslin, holding approx. 10.8% of the Shares, will, via Teslin Acquisition, contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon settlement of the Offer and Teslin will tender the remainder of its Shares under the Offer
In addition, Hoogh Blarick, holding approx. 7.5% of the Shares, and two members of the Board of Management (Mr Anbeek and Mr Baldew), holding approx. 0.07% and 0.02% of the Shares, respectively, have each irrevocably undertaken to tender their Shares under the Offer and to vote in favour of the Resolutions. Together with the Shares held by Teslin referred to above, 18.3% of the Shares in aggregate have been committed to be contributed or tendered under the Offer
All competition clearances have been obtained
The Offer is subject to certain customary conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the Shareholders adopt the Back-End Resolution at the EGM
If the Offeror obtains 95% or more of the Shares it will initiate a Buy-Out, and if it obtains between 80% and 95% it intends to implement the Post-Offer Merger and Liquidation, if approved at the EGM


With reference to the publication of the Offer Memorandum today, the Offeror and Accell Group jointly announce that the Offeror is making a recommended public offer to all holders of issued and outstanding ordinary shares in the capital of Accell Group (each a “Share”, and a holder of one or more Shares a “Shareholder”) to purchase for cash their Shares at an offer price of EUR 58.00 (cum dividend) per Share. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

Rob ter Haar, Chairman of the Supervisory Board of Accell Group:
“We are pleased to announce an important milestone for the future of Accell Group with the formal launch of the Offer by the Consortium today. Simultaneously, we published our Position Statement, in which we, as Supervisory Board, together with the Board of Management confirm that we unanimously support the Transaction and recommend the Offer for acceptance by the Shareholders. With this Transaction, Accell Group will get a strong shareholder focused on long-term value enhancement. We believe that in a private setting with the Consortium, Accell Group will be better positioned to make significant up-front investments in its business to drive future growth amid continued supply chain volatilities and inflationary pressures. We believe it will also provide Accell Group with more resilience in an increasingly competitive e-bike market and enable the group to further strengthen its position as one of the world’s leading bicycle market players in the years to come.”

Ton Anbeek, CEO of Accell Group:
“Today marks an important next step for Accell Group. The formal launch of the all-cash Offer provides Shareholders with the opportunity to tender their Shares during an eight-week Acceptance Period that starts on 8 April 2022. In addition, we are pleased that the Transaction has been approved by the relevant competition authorities. We believe in an exciting future for both Accell Group and our employees with the Consortium as our shareholder. With KKR we will also get a new, financially strong and knowledgeable partner on board that will help us to accelerate the roll-out of our existing strategic roadmap, enhance our global footprint, explore suitable acquisitions and further leverage our scale. This matches our purpose and ambition to ‘move cycling forward’ and lead the bicycle industry by combining smart design and innovative technology for green mobility with the best value and customer experience.”

KKR, on behalf of the Consortium

Daan Knottenbelt, Partner and Head of Benelux at KKR:
“Despite the ongoing volatility in equity markets and global supply chains and an increased level of geopolitical uncertainty, we are pleased to launch the Offer today with the full support of Accell’s Boards. We continue to believe that KKR would be the ideal partner with the capabilities to help Accell Group overcome these and other challenges, and believe the Offer delivers attractive and immediate de-risked cash value to shareholders.”


Joint Press Release Offer Launch - 7 April 2022.pdf
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Gezamenlijk Persbericht Uitbrengen Bod - 7 april 2022.pdf
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