EP Corporate Group, a.s. submitted a non-binding indicative proposal to acquire remaining 72.4% stake in International Distributions Services plc (LSE:IDS) from a group of shareholders for £2.2 billion on April 9, 2024. Under the terms of agreement, EP Corporate Group is paying £3.20 per share for the acquisition of International Distributions Services plc. There can be no certainty that any firm offer for IDS will be made, nor as to the terms on which any firm offer might be made. IDS shareholders are advised to take no action in relation to the Possible Offer. Ed Peel, James Robertson, Justin Anstee, and Jack Williams of BofA Securities and Mark Sorrell, Eduard van Wyk, and Owain Evans of Goldman Sachs International acted as financial advisors to IDS. On April 11, 2024, The transaction was cancelled because the board concluded that the offer significantly undervalues IDS and its future prospects accordingly, the Board unanimously rejected the proposal. As of May 15, 2024, the Board of IDS confirms that it has received a revised non-binding proposal from EP Corporate Group for £3.7 pounds per IDS share comprised of: (i) cash consideration of £3.60 per IDS share; (ii) the final dividend in respect of the Financial Year ended 31 March 2024, which is expected to be £0.02 per IDS share and which is expected to be paid in September 2024; and (iii) a special dividend of £0.08 per IDS share which would be conditional upon completion of the transaction. The Proposal values the entire issued share capital of IDS at approximately £3.568 billion. EP Group has confirmed that the Proposal is not subject to any financing pre-condition. EP Group has entered into a confidentiality agreement with IDS pursuant to which EP Group and Vesa Equity have agreed to be subject to customary standstill restrictions during the course of the offer period. Accordingly, the Board has agreed to an extension of the relevant 'put up or shut up' deadline until May 29, 2024. As of May 29, 2024, EP Corporate Group and International Distribution Services have reached agreement on the terms and conditions of a recommended cash offer, to be implemented by means of a takeover offer. The offer period relating to IDS which has commenced on 17 April 2024. In the event the Acquisition does not become Unconditional, there will be no Special Dividend. However, if approved by IDS Shareholders, the 2024 Final Dividend is expected to be paid on 30 September 2024 to IDS Shareholders on the register of members of IDS on 23 August 2024. The IDS Directors unanimously consider the terms of the Acquisition to be fair and reasonable, and intend to recommend unanimously that IDS Shareholders should accept or procure the acceptance of the Offer. EP Corporate Group have received irrevocable undertakings in respect of their beneficial holdings totaling 183,236 IDS Shares from the shareholders. The cash consideration payable to IDS Shareholders under the terms of the Acquisition will be financed by a combination of new equity from EP, as well as fully underwritten debt facilities. The Offer will be conditional on, among other things, valid acceptances being received, Antitrust conditions received, approval from European Commission Merger Control, Regulatory conditions, UK FCA, Guernsey GFSC, EU Foreign Subsidies Regulation and Other Third Party clearances. The Acquisition is currently expected to complete during the first quarter of 2025. As of May 30, 2024, Threadneedle Investments, which holds about 5% of International Distribution Services, the parent company of Royal Mail, has spoken out against acquisition.

Alisdair Gayne, Nicola Tennent, Aamir Khan and Philipp Gillmann of Barclays Bank PLC, acting through its Investment Bank; Ed Peel, James Robertson, Justin Anstee and Jack Williams of Merrill Lynch International; and Eduard van Wyk, Mark Sorrell and Owain Evans of Goldman Sachs International acted as financial advisor and fairness opinion provider to International Distributions Services. Richard Smith, Claire Jackson, John Papanichola, Lisa Wright, Jessica Staples, Philippa O'Malley, Chris Sharpe, Ian Johnson, Charlie McGarel-Groves, Nick Bonsall and Gareth Miles of Slaughter and May acted as legal advisor to International Distributions Services. David Higgins, Dipak Bhundia, Jiri Peterka, and Matthew Sinclair-Thomson of Kirkland & Ellis International LLP and Neel Sachdev and Stefan Arnold-Soulby of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to EP Corporate. Dwayne Lysaght, Charles Oakes and Siddharth Gupta of J.P. Morgan SE, together with its affiliate J.P. Morgan Securities plc; Barry Weir, Ram Anand and Christopher Wren of Citigroup Global Markets Europe AG and George Holst, Kirshlen Moodley and Guilhem Donnard of BNP Paribas acted as financial advisor to EP Corporate Group. Tom Mercer, Tim Rennie and Darren Phelan of Ashurst LLP acted as legal advisor to J.P. Morgan Cazenove on the takeover of International Distributions Services plc (IDS) by EP Corporate Group. Equiniti Limited is acting as IDS' registrars.