Shanghai Prime Machinery Co., Ltd. (SEHK:2345) conditionally agreed to acquire Nedfast Investment B.V. from Nedfast Management, each of the Management Sellers and the Supervisory Board Sellers, GBO Fund III B.V. of Gilde Buy Out Partners, GBO Fund III C.V. and Parcom of Parcom Capital for an enterprise value of approximately €330 million on May 27, 2014. As part of the consideration, the purchase price for the entire share capital of Nedfast Management is equal to share equity value of €155.4 million plus & minus certain adjustments. Additionally, consideration includes a purchase price for shareholders loans of €38 million of Nedfast Investment plus & minus certain interest adjustments. Gilde Buy Out Fund III CV is selling 32.28%, Gilde Buy Out Fund III BV is selling 21.49%, Parcom Ventures B.V. is selling 29.07% and Management and Supervisory Board of the Nedschroef Group are selling 17.16% stake in Nedfast. Shanghai Prime Machinery Co., Ltd. will finance the acquisition through a combination of internal resources and debt financing. As of December 31, 2013, Nedfast Investment had revenue of €525.5 million, net assets of €69.9 million, net profit of €13.3 million, EBITDA of €49.4 million for the financial year ended December 31, 2013.

Nedschroef headquarters will remain in Helmond, the Netherlands and all current production locations will be maintained. Nedschroef will continue to operate independently under its own brand name. Upon Completion, Nedschroef will become a direct or indirect wholly-owned subsidiary of Shanghai Prime and the financial results of Nedschroef are expected to be consolidated into the Group's accounts. The transaction is subject to approval by competent competition authorities, relevant trade unions and social and economic council, shareholders of Shanghai Prime Machinery Co. and National Development and Reform Commission and the competent branch of the State Administration for Foreign Exchange. Completion shall take place on the fifth business day after satisfaction or waiver of the conditions pursuant to the agreement. The Board of Directors of Shanghai Prime Machinery approved the transaction and recommended that the Shareholders vote in favor of the resolution at the EGM. The shareholders of Shanghai Prime Machinery Co approved the transaction.

The BNP Paribas Corporate Finance acted as financial advisor to Shanghai Prime Machinery Co., Ltd. Arne Grimme, Gaby Smeenk, Yi Duan, Willem Bijveld, Marten Munch, Claudia Priem, Constantijn Voogt, Max van Drunen, Caroline Steinmetz, and Okke Suurenbroek of De Brauw Blackstone Westbroek N.V. acted as legal advisors while Rothschild Europe B.V. acted as financial advisor for Gilde and Parcom. Clifford Chance LLP acted as legal advisor for Shanghai Prime Machinery.Tianning Xiang, Karen Xu, Ellen Mao, Yufei Liao, Zheng YueMichael Otte, Glen Ma, Hans Beerlage, Bas Boris Visser, Jean Yu and Maggie Lo of Clifford Chance acted as legal advisor for Shanghai Prime Machinery. PricewaterhouseCoopers Accountants N.V. acted as accountant to Nedfast and Ernst & Young acted as accountant to Shanghai Prime Machinery.