Core Viewpoint - Wendel has completed the acquisition of a controlling stake in Monroe Capital LLC, marking a significant step in its strategic roadmap to expand its asset management platform, which now manages approximately €34 billion in private assets and is projected to generate around €160 million in Fee Related Earnings (FRE) and €185 million in total pre-tax profit by 2025 [1][10][11]. Acquisition Details - Wendel has invested $1.13 billion to acquire 72% of Monroe Capital's shares, along with rights to approximately 20% of the carried interest from past and future funds, while the sellers retain a 25% stake post-transaction [2]. - The acquisition includes a partnership with AXA IM Prime, which has also acquired a minority equity stake in Monroe Capital, reflecting a strong relationship between the two firms [3]. - An earn-out mechanism is included in the transaction, allowing for a maximum payment of $255 million based on FRE performance thresholds, with potential payment in cash by 2028 [4]. Future Purchase Plans - Wendel has a structured plan to acquire the remaining 25% of Monroe Capital's shares through a series of transactions scheduled between 2028 and 2032, with the purchase price determined by realized FRE growth [5]. Monroe Capital Overview - Monroe Capital, founded in 2004, specializes in private credit solutions and manages over $20 billion in assets across more than 45 investment vehicles, focusing on various strategic verticals including Lower Middle Market Direct Lending and Alternative Credit [6][16]. - The firm has originated over 800 transactions and invested more than $47 billion, achieving a gross unlevered IRR of approximately 10% on its directly originated transactions [7]. Wendel's Strategic Goals - Wendel aims to build a substantial asset management platform that will provide recurring cash flows and exposure to high-performing asset classes, enhancing its dual business model alongside its principal investment activities [9][11]. - The partnership with Monroe Capital is expected to create operational synergies and contribute to Wendel's goal of generating double-digit Total Shareholder Return [11][14]. Leadership Commentary - Wendel's CEO emphasized the importance of this acquisition in scaling its asset management platform and highlighted Monroe Capital's strong performance and strategic positioning in the private credit market [12]. - The partnership with AXA IM Prime is viewed as a significant endorsement of Wendel's asset management model [13].

Core Viewpoint - Wendel has entered into a prepaid 3-year forward sale agreement for 30,357,140 shares of Bureau Veritas, representing approximately 6.7% of its share capital, while retaining 26.5% of the share capital and 41.2% of voting rights, enhancing its financial flexibility by reducing the loan-to-value ratio to approximately 17% [1][4]. Group 1: Transactions Overview - The Forward Sale Transaction involves a prepaid agreement with BNP Paribas for the sale of Bureau Veritas shares, which is expected to generate immediate cash proceeds for Wendel [1][3]. - Wendel has also entered into a call spread transaction to benefit from potential stock price appreciation of up to approximately 15% over the next three years on the shares involved in the Forward Sale Transaction [2]. Group 2: Financial Implications - The proceeds from the Transactions, along with the acquisition of Monroe Capital, are projected to lower Wendel's loan-to-value (LTV) ratio to around 17% [4]. - The Offering for the shares will be launched immediately, with BNP Paribas and Morgan Stanley acting as Joint Global Coordinators [5]. Group 3: Shareholder Rights and Strategic Support - Wendel will retain full ownership of the shares until the physical settlement of the Forward Sale Transaction, which is scheduled for March 17, 2028, and will continue to support Bureau Veritas' management and its strategic plan [7]. - A lockup undertaking of 180 days from the settlement date of the Offering has been agreed upon by Wendel, with customary exemptions [8].