Atlas Holdings and KPS – shares in joint venture and interest in C&D Technologies

WA-60032

ACR III Edison Holdings LLC (**ACR III Edison**) (a subsidiary of Atlas FRM LLC, doing business as Atlas Holdings LLC) (**Atlas**)) and Ampere Holdings I B.V. (**Ampere**) (a subsidiary of KPS Capital Partners, LP (**KPS**)) propose to acquire by way of a share purchase agreement respective equity interests in a newly incorporated joint venture entity (the **JVCo**). JVCo, which will be newly incorporated for the purpose of the acquisition, proposes to acquire C&D Technologies Inc. (**C&D Technologies**) and certain of its subsidiaries and affiliates from Ampere. The relevant acquisitions for the purposes of this waiver application are: 1. Ampere's acquisition of its respective equity interest in JVCo; and 2. JVCo's acquisition of C&D Technologies, together, the **Acquisition**. KPS currently indirectly controls C&D Technologies, which is active in the manufacture and supply of battery and energy storage solutions, primarily for stationary / reserve power applications. Atlas is a US-based private investment firm headquartered in Greenwich, Connecticut. Atlas and its affiliated funds own and operate a portfolio of companies active across a range of industrial and manufacturing sectors, including automotive components, building materials, capital equipment, construction services, food manufacturing and distribution, metals processing, packaging, paper, power generation, printing, pulp, supply chain management and wood products. KPS is a private investment company incorporated in the US. Through its affiliated management entities, it is the manager of the KPS Special Situations Funds, a family of investment funds with approximately USD 18.6 billion of assets under management (as of 31 March 2026). The partners of KPS work to realise significant capital appreciation by making controlling equity investments in manufacturing and industrial companies across a diverse array of industries, including basic materials, branded consumer, healthcare and luxury products, automotive parts, capital equipment and general manufacturing. At the time of the Acquisition, JVCo will comprise companies forming a US-based battery and energy storage platform. The platform includes activities in energy storage solutions, lead battery recycling and related shared services. C&D Technologies is a US-headquartered private business which manufactures battery and energy storage solutions and services for industrial and commercial applications, including data centres, telecommunications, infrastructure, utilities, uninterruptable power supply, cable, broadband and renewable energy markets. C&D Technologies also includes the C&D Technologies business line trading under the Trojan Battery company name, which supplies deep-cycle battery products for motive and other energy storage applications.