Linamar Corp. (TSX:LNR) made an offer to acquire Montupet SA (ENXTPA:MON) from Financiere De l'Echiquier, Schroder Investment Management Limited and others for approximately €770 million in cash on October 14, 2015. Under the terms, Linamar Corp. will pay €71.53 per share in cash, In addition Linamar would assume the net debt of Montupet SA which was €65 million as of June 30, 2015. In addition, Linamar has entered into a Tender Offer Agreement with Montupet S.A. pursuant to which Montupet, among other things, has agreed to support Linamar's Tender Offer and not solicit other bids. The Board of Directors of Montupet has authorized Chairman & Chief Executive Officer, Stéphane Magnan, to enter into a tender offer agreement with Linamar and unanimously support the Tender Offer. Linamar Corp. has financing commitments from Bank of Montreal and BMO Capital Markets, Toronto-Dominion Bank and Bank of Nova Scotia. As part of offer senior Managers and anchor shareholders agreed to tender their shares and remain with Montupet SA for at least one year after the acquisition closes. The filing of the Tender Offer with the Autorité des Marchés Financiers (“AMF”), the French Regulatory Authority, is expected to take place in November 2015 after the Board of Directors of Montupet SA has issued its formal recommendation on the offer following issuance of the report of the independent expert appointed by the Board of Directors of Montupet. Montupet has undertaken to pay a break-up fee to Linamar if certain events occur, including if the Montupet's Board of Directors withdraws its recommendation regarding Linamar's Tender Offer or recommends a competing tender offer filed by a third party.

Tender offer will run from early December 2015 till February, 2016. Transaction is subject to approval of Autorité des Marchés Financiers, antitrust regulatory approval, achieving an acceptance threshold of more than 50% of Montupet SA shares being tendered to the offer and others. In the event that upon completion of the Tender Offer Linamar holds at least 95% of the share capital and voting rights of Montupet, Linamar has indicated its intention to implement a squeeze-out of the outstanding shares and voting rights of Montupet. The acquisition is expected to be earnings accretive to Linamar Corp. earnings per share. As on December 11, 2015, European Commission has approved the transaction. The offer is expected to close on January 18, 2016.

Détroyat Associés has been appointed as independent expert by the Montupet S.A's Board of Directors. Jeffries International Limited and Raphaël Rio, David Taupin, Félix Roy of Oddo acted as financial advisors and Jeantet Associés acted as legal advisor for Montupet. Pierre Tourres, Pierre Thomet, Erwan Ogier, Vera Maramzine, Cyril Abtan, Pierre Roux, Anne Wachsmann, Nicolas Zacharie, Niels Baeten, Matthieu Blayney, Cyril Abtan, Pierre Roux, Lionel Vuidard, Fériel Aliouchouche and Céline Le Boeuf of Linklaters and Blake Cassels & Graydon acted as legal advisors and Deutsche Bank AG and Natixis acted as financial advisors to Linamar.

Linamar Corp. (TSX:LNR) completed the acquisition of Montupet SA (ENXTPA:MON) from Financiere De l'Echiquier, Schroder Investment Management Limited and others on January 18, 2016. As of January 21, 2016, a total of 10 million shares of Montupet have been tendered to the offer. The minimum success threshold representing at least 50% of the share capital and the voting rights of Montupet S.A has been reached by Linamar and the offer was hence successfully completed. At the date of the settlement and delivery of the offer, Linamar should hold 92.84% of the share capital and 92.41% of voting rights of Montupet S.A.the offer will be reopened for the same price for a period of ten (10) trading days. Linamar also amended and restated its credit facilities in connection with the offer which include a non-revolving term credit facility in the aggregate principal amount of up to €376.08 million (CAD 600 million) for the purpose of funding, in whole or in part, the purchase price of the offer and the continuation and increase of the previously existing revolving credit facility to the aggregate principal amount of up to €595.45 million (CAD 950 million) to fund the offer. As of February 18, 2016, the reopened tender offer is completed. Linamar Corp. now owns 96.85% of the share capital and 96.41% of voting rights of Montupet S.A. The conversions were made through www.oanda.com on January 21, 2016. On February 19, 2016, Autorité des Marchés Financiers (“AMF”), the French Regulatory Authority, cleared the transaction.