KKR - Integer

WA-30037

Armstrong Bidco, Inc. (**Bidco**) is a special purpose vehicle wholly owned by Armstrong Parent, Inc. (**Parent**) and indirectly majority owned by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (together with its subsidiaries, **KKR**). Bidco has no operational activities and was incorporated for the purpose of merging with and into Integer, with Integer remaining the surviving entity. Parent is indirectly majority owned by investment funds, vehicles and/or accounts advised and managed by KKR. KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR sponsors investment funds that invest in private equity, credit, and real assets and had strategic partners that manage hedge funds. Integer Holdings Corporation (together with its subsidiaries, **Integer**) is a medical device contract development and manufacturing organisation (**CDMO**) that provides outsourced medical device development, manufacturing, and related services primarily to manufacturers in the medical device industry. Integer’s CDMO activities include the design, development, manufacturing, testing, packaging, labelling, storage, handling, distribution, marketing, and export of medical devices. Integer does not have a physical presence in Australia and its only activity in Australia is sales. The acquisition relates to the indirect acquisition of a majority (estimated to be 75%) of the equity interests of Integer by Parent (the **Acquisition**). Pursuant to an Agreement and Plan of Merger, by and among Integer, Parent and Bidco, Parent will acquire 100% of the equity interests of Integer. As such, following completion of the Acquisition, Parent will acquire control over Integer. At closing, pursuant to the terms of the Merger Agreement, Bidco will merge with and into Integer, with Integer being the surviving entity as a wholly owned subsidiary of Parent.