Esseco withdraws takeover bid for Ercros shares

ESSECO INDUSTRIAL, S.P.A. (the “Bidder”), in accordance with the provisions of Article 226 of Law 6/2023, of 17 March, of the Securities Markets and Investment Services, hereby discloses the following

INSIDE INFORMATION

In connection with the request for authorisation of the voluntary, competing tender offer launched by Esseco Industrial, S.p.A. over all the shares of Ercros, S.A. (“Ercros”), published on 28 June 2024 with registry number 2297 (the “Offer”), whose processing by the CNMV was suspended on the same date in compliance with provisions of article 41.4 of Royal Decree 1066/2007, of 27 July, on the rules for public tender offers for securities (the “RD 1066/2007”), it is hereby stated that, on 8 August 2025, became effective the resolution of the Spanish National Markets and Competition Authority (Comisión Nacional de los Mercados y la Competencia) (“CNMC”) received by the Bidder on 17 July 2025 in which it agreed to subordinate the authorisation of the economic concentration resulting from the Offer to the fulfillment of certain conditions, which were published by the Bidder on 21 July 2025 by means of other relevant information communication. It is hereby attached as annex the Order of the Minister of Economy, Trade and Business dated 8 August 2025 received by the Bidder on the date hereof, in which it agreed not to refer the CNMC’s resolution to the Council of Ministers.

The aforementioned resolution of the CNMC brings to an end the merger control procedure in Spain, having the Bidder the right to withdraw the Offer pursuant to Article 26.1.c) of RD 1066/2007, given that the authorisation granted by the CNMC is subject to conditions.

In view of the above and considering the conditions to which the CNMC has subjected its authorisation, the Bidder has decided to withdraw the Offer.