Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 4 of Short Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 4

Description of the concentration

The Proposed Transaction provides that funds controlled MML Growth Capital LLP (“MML”), a UKbased private equity firm, will acquire a controlling interest in Triple B.V., the Netherlands entity that owns and controls The Member Company (“TMC”). TMC’s current sole controller, Apheon Management SA (“Apheon”) a Luxembourg-based private equity firm, will retain a controlling interest, meaning the transaction will result in joint control TMC by MML Capital and Apheon.

The Proposed Transaction provides for the sale and transfer of all issued and outstanding shares in the capital of Triple B.V., the entity that wholly owns TMC, by its current shareholders, including ECP IV Holding S.C.A. (ultimately controlled by Apheon) to Titan Group NL B.V., a newly incorporated legal entity funded by funds controlled by MML. As part of the Proposed Transaction, MML will acquire a controlling interest in Titan Topco 1B.V., the Dutch legal entity that holds all issued and outstanding shares in the capital of Titan Group NL B.V. and (indirectly) owns and controls TMC:

-• In addition, an investment will (indirectly) be made by a newly incorporated continuation vehicle, Apheon TMC HDC LTVF SCSp (controlled by Apheon TMC HDC LTVF GP Sarl (“Apheon CV”), itself ultimately controlled by Apheon) in the capital of Titan Topco B.V. on completion of the Proposed Transaction.

-• As of the share transfers described above, MML will acquire a 30% effective shareholding and Apheon a 40% effective shareholding in Titan Topco B.V. which owns 100% of the shares in Titan Group NL B.V, which itself will own 100% of Triple B.V., and thereby TMC.

The Proposed Transaction grants MML and Apheon rights that give each party joint control within the meaning of Article 3.3 of the Merger Regulation. The Proposed Transaction therefore represents a concentration under Article 3.1(b) of the Merger Regulation and requires notification to the European Commission pursuant to Article 1.2 of the Merger Regulation.

1 Titan Topco B.V. will be the top holding entity in the post-completion structure of the TMC Group and the entity in which the shareholders will participate following completion of the Proposed Transaction. Titan Topco B.V. is an acquisition vehicle which is the sole shareholder of Titan Group NL B.V., the entity that will acquire all shares in Triple B.V. (i.e., the Target). This structure is a standard private equity acquisition structure put in place to facilitate the banking and tax structuring requirements of the Proposed Transaction.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

TMC, headquartered in the Netherlands, provides specialist consulting services with a focus on technological engineering for customers' core research & development processes. TMC places specialist consultants with clients to assist them with certain projects. TMC employs over 2,600 staff and in FY2023, it generated global revenues of EUR215 million. More information can be found at https://www.themembercompany.com/.

MML and Apheon are both globally active private equity companies with portfolio companies active in a wide range array of industries. More information can be found at https://mmlcapital.com/ and https://www.apheon.com/nl.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111