Vermont Information Processing – Vintrace

WA-55039

Vamos Topco Aggregator L.P. (**Vamos Topco**) proposes to acquire 100% of the shares in EO Bidco Pty Ltd (**EO Bidco**) from Brew Seller LLC, an entity newly formed by Encompass + Orchestra Inc (**Encompass Technologies**) (the **Acquisition**). Vamos Topco is the ultimate owner of Vermont Information Processing Inc (VIP), a wholly owned portfolio company of Warburg Pincus LLC. VIP is a provider of enterprise resource planning (**ERP**) systems and data solutions to customers in the food and beverage industry, being principally suppliers, distributors and retailers of food and beverage products in the United States. VIP does not have any presence in Australia. Encompass Technologies is a provider of ERP solutions for food and beverage manufacturers and distributors including for a small number of customers in Australia. EO Bidco is the holding company of Vintrace Holdings (**Vintrace**), the Australian Vintrace business. Vintrace is a wine production software platform of Encompass Technologies designed to manage winery production and logistics. For context, the Acquisition forms part of a broader global transaction in which, prior to the Acquisition occurring, Brew Merger Sub, LLC, (a direct wholly owned subsidiary of Vamos Topco) will merge with and into Encompass Technologies, where post-Acquisition Encompass Technologies will survive the merger as a wholly owned subsidiary of Vamos Topco (the **Encompass Transaction**).