PROPOSED ACQUISITION OF SOLE CONTROL OF THE ENERGY BUSINESS OF KOHLER CO. BY DISCOVERY ENERGY HOLDINGS, L.P.

This notification concerns a foreign-to-foreign transaction involving the proposed acquisition of sole control over certain entities controlled by Kohler Co. (Kohler), constituting its energy business (Kohler Energy or the Target Undertaking) by funds controlled, managed and/or advised by Platinum Equity Group (the Proposed Transaction). On 17 November 2023, Discovery Energy Holdings, L.P. (Discovery Energy Holdings or the Acquiring Undertaking), an exempted limited partnership organized under the laws of the Cayman Islands, and a number of wholly-owned subsidiaries entered into an Equity Purchase Agreement (the EPA) with Kohler and a number of its direct and indirect subsidiaries (together with Kohler, the Sellers), pursuant to which the Sellers shall sell 100% of the shares and voting rights of Kohler Energy (the Equity Interests), and Discovery Energy Holdings and/or its affiliates shall purchase and own, directly or indirectly, 100% of the Equity Interests.

In particular, Discovery Energy Holdings is among the entities that are fully-owned, directly or indirectly managed and/or advised (including through intermediaries and funds) by Platinum Equity Advisors, LLC (Platinum Equity Advisors) and ultimately controlled by Platinum Equity, LLC (Platinum Equity), a limited liability company incorporated under the laws of the United States of America (USA). All those entities that are directly or indirectly managed and/or advised (including through intermediaries and funds) by Platinum Equity Advisors and ultimately controlled by Platinum Equity are collectively referred to as Platinum Equity Group. Platinum Equity Group and the Target Undertaking are collectively referred to as the Parties. Discovery Energy Holdings is a newly-incorporated limited partnership that has been established to implement the Proposed Transaction and, as such, does not control (directly or indirectly) any undertakings incorporated in Nigeria, nor does it supply any goods or services in Nigeria. Platinum Equity Group specialises in the merger, acquisition and operation of companies that provide services and solutions to customers in a broad range of businesses, including information technology, telecommunications, logistics, metal services, manufacturing and distribution.

Kohler Energy is a manufacturing company that offers industrial energy systems, powertrain technologies and home energy solutions. Kohler Energy is headquartered in the USA. In Nigeria, the Target Undertaking comprises only a single firm, namely, Clarke Energy (Nigeria) Limited (Clarke Nigeria). It is submitted that the Proposed Transaction raises no competition concerns. More specifically, there are no horizontal overlaps or vertical relationships between the Parties activities relating to Nigeria. Accordingly, the Proposed Transaction will not prevent or lessen competition in any relevant market that may be found to exist in Nigeria. In addition, no public interest concerns will arise because of the Proposed Transaction, and specifically, no negative impact on employment in Nigeria is anticipated as a result of the Proposed Transaction.

Platinum Equity Group is a private equity investment group. The Proposed Transaction represents an investment opportunity for Platinum Equity Group, which is consistent with its strategy of investing in attractive companies to help it realize its long-term growth potential, build better business processes and increase the value of its business.