Apax Funds – Remy & Geiser GmbH and Gerresheimer Primary Packaging Plastics GmbH

WA-05051

Click Europe Bidco GmbH (the **Acquirer**), a special purpose vehicle that is ultimately owned by investment funds advised by Apax Partners LLP (**AP**), proposes to acquire 100% of the issued share capital of Remy & Geiser GmbH and Gerresheimer Primary Packaging Plastics GmbH (together, including subsidiaries, the **Targets**) from Gerresheimer AG and its affiliates (together, **Gerresheimer**) (the **Acquisition**). The Targets are part of Gerresheimer’s Containment & Delivery Systems division and are global manufacturers of primary plastics packaging solutions for pharmaceutical, healthcare and cosmetic solutions (the **PPP Business**). The PPP Business’ activities are particularly focused on plastic containment and closure systems for pharmaceutical applications and offers a broad and diverse range of products spanning multiple therapeutic application areas (including oral solid and liquid dosage forms, ophthalmic, nasal, parenteral and topical treatments). Its products portfolio includes container and bottles for solid dosage forms, polyethylene terephthalate bottles for liquid dosage forms, ophthalmic products (including eye dropper bottles, nozzles, and caps manufactured in low-density polyethylene), nasal sprays and nebulisers, parenteral vials providing inert contact surfaces for critical pharmaceutical applications, and dual chamber systems, applicators, closures, and accessories. The PPP Business is not active in filling its containers with pharmaceutical products or in manufacturing or finishing any pharmaceutical products. It only provides the containers themselves. For completeness, the PPP Business does not manufacture products in Australia; it only sells its products in Australia that are manufactured abroad. Prior to the completion of the Acquisition, Gerresheimer will undertake an internal restructuring to carve out all the Gerresheimer entities not relating to the PPP Business from the Targets (including the carve out of the tubular glass business conducted by Gerresheimer Boleslawiec S.A. to an entity within the Gerresheimer group). In addition, all of Gerresheimer’s entities relating to the PPP Business (except for Remy & Geiser GmbH, which will be transferred directly to the Acquirer) will be contributed and transferred to Gerresheimer Primary Packaging Plastics GmbH, a newly incorporated limited liability company established by Gerresheimer for the sole purposes of this Acquisition. On completion, the Acquirer will acquire 100% of the issued share capital in the Targets and therefore will have sole control over the PPP Business. AP is a UK limited liability partnership based in London, UK, and the parent company of a number of entities which provide investment advisory services to private equity funds investing in a range of industry sectors (the **AP Funds**). The Acquisition is limited to the PPP Business only and does not include Gerresheimer's other business divisions (active, inter alia, in the production and sale of primary glass packaging, or packaging for diagnostic and medical products, food and beverage and cosmetics), which will remain with Gerresheimer.