Ali Group confirms its proposal to acquire Welbilt

CHICAGO – In response to media reports, Ali Holding Srl (“Ali Group”), one of the world’s largest and most diverse leaders in the catering equipment industry, today confirmed that on May 25, 2021, he submitted to the board of directors of Welbilt, Inc. (NYSE: WBT) a proposal under which Ali Group would purchase all of the outstanding common shares of Welbilt for $ 23.00 per share in cash. This proposal represents a premium of 47.2% over the Welbilt share price on April 20, 2021, the last trading day preceding the announcement by The Middleby Corporation (NASDAQ: MIDD) of its current transaction with Welbilt, and a premium of around 13.9% of the implied value of the Middleby transaction as of May 24, 2021, the last trading day before Ali Group submits its proposal to Welbilt.

Ali Group has significant liquidity and has received a high confidence letter from Goldman Sachs International for new financing to fund the proposed transaction. Ali Group will obtain firm and fully subscribed letters of commitment for any debt financing prior to the signing of a definitive merger agreement, which will not contain any financing conditions. Ali Group is also very confident that the proposed transaction will obtain all necessary regulatory approvals in a timely manner without the uncertainty created by the antitrust provisions contained in the Middleby transaction.

Ali Group issued the following statement:

Ali Group has a 60-year history in the catering equipment industry and has long admired Welbilt. Our $ 23 per share proposal offers significant cash bonus value to Welbilt shareholders and is superior in all respects to Welbilt’s pending transaction with Middleby. In addition to superior value, our proposition offers greater certainty of closing for Welbilt and its shareholders. We and our advisors look forward to working with Welbilt and its advisers to negotiate and quickly finalize a final agreement.

Advisers
Goldman Sachs & Co. LLC is acting as financial advisor to Ali Group, and Alston & Bird is acting as legal advisor.

About the Ali group
Founded in 1963, Ali Group is an Italian company headquartered in Milan, Italy, with North American operations based in Chicago, Illinois. Through its subsidiaries, the company designs, manufactures, markets and services a wide range of commercial and institutional catering equipment used by large restaurant and hotel chains, independent restaurants, hospitals, schools. , airports, correctional facilities and canteens.

Ali Group and its 80 global brands employ around 10,000 people in 30 countries and, in terms of sales, is one of the world’s largest groups in this industry. It has 58 manufacturing plants in 15 countries and sales and service subsidiaries in Europe, North America, South America, the Middle East and Asia-Pacific.

For more information on Ali Group products and services, visit www.aligroup.com.

Additional information and where to find it

This communication does not constitute an offer to buy or the solicitation of an offer to sell securities. This communication concerns a proposal made by Ali Group for a business combination transaction with Welbilt, Inc. As part of this proposal and subject to future developments, Ali Group (and, if a negotiated transaction is accepted, Welbilt) may file one or more proxies or other documents with the SEC. This communication does not replace any proxy statement or other document that Ali Group and / or Welbilt may file with the SEC in connection with the proposed transaction. INVESTORS AND HOLDERS OF SECURITIES IN WELBILT ARE ADVISED TO READ CAREFULLY THE FORM OF PROXY AND OTHER SEC-FILED DOCUMENTS IN ITS ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy (if and when available) will be sent by post to Welbilt shareholders. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Ali Group through the website maintained by the SEC at http://www.sec.gov.

Participants in the call for tenders

Ali Group and certain of its directors and officers may be considered participants in any solicitation relating to the proposed transaction under the rules of the SEC. Information regarding the interests of such participants in any such proxy solicitation and a description of their direct and indirect interests, by title or otherwise, will be included in any proxy circular and other relevant documents to be filed with the SEC if and when they become available. These documents can be obtained free of charge from the sources indicated above.


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