Description of Activities

Description of transaction: The proposed transaction encompasses the acquisition by Nikolaus (BC) Bidco GmbH (“Nikolaus Bidco”) of a majority of the shares and voting rights in Everllence SE (“Everllence”) and a number of its direct and indirect subsidiaries from Volkswagen AG (“Volkswagen”) by way of share transfer. Post-merger, Volkswagen will indirectly retain the remainder of shares in Everllence, and Everllence will thereafter be ultimately jointly controlled by funds managed and/or advised by Bain Capital Investors, LLC (“Bain Capital”) and Everllence.

Acquiring group: The primary acquiring undertaking is Nikolaus Bidco, a limited liability special purpose company incorporated in Germany. Nikolaus Bidco is ultimately controlled by Bain Capital. The acquiring group directly or indirectly does not control any entity or conduct any business activity nor derive turnover in, into, or from Namibia. Nikolaus Bidco is a special purpose vehicle created for the purpose of this transaction without any operational activities. Bain Capital is a global private investment firm that invests in companies across a number of industries, including information technology, healthcare, retail and consumer products, communications, financial services, and industrial/manufacturing.  

Target undertaking: The primary target undertaking is Everllence, a company incorporated in Germany. Everllence is currently controlled by Volkswagen. Everllence directly or indirectly does not control any entity incorporated in Namibia; its activities are conducted through its subsidiary Everllence South Africa Proprietary Limited, based in Johannesburg, South Africa, which operates a physical branch in Namibia. Everllence operates globally as an engineering and manufacturing company specializing in propulsion, power, and energy solutions for maritime, energy, and industrial applications. In Namibia, it generates turnover through the cross-border supply of gensets for power generation applications and the supply of service & spare parts and aftersales services for engines and turbomachinery. 

Relevant market: The merging parties submit that the relevant market is the global supply of generator sets/power generation equipment and that of the servicing and the supply of spare parts (aftermarket) for engines and turbomachinery. 

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