BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund III LP managed by BDT Capital Partners, LLC made a proposal to acquire the remaining 52.4% stake in Weber Inc. (NYSE:WEBR) from WSP Investment LLC, MAD Private Family Trust Company, Weber-Stephen Management Pool Llc and others for approximately $680 million on October 24, 2022. BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund III LP managed by BDT Capital Partners, LLC entered into a definitive agreement to acquire the remaining 52.4% stake in Weber Inc. from WSP Investment LLC, MAD Private Family Trust Company and others for approximately $960 million on December 11, 2022. As per the proposal, BDT will acquire all of the outstanding shares of Weber not owned for a purchase price of $6.25 per share in cash, and BDT reserve the right to withdraw or modify our Proposal in any respect at any time. As per the merger agreement dated December 11, 2022, BDT will acquire the remaining stake for $8.05 per share in cash. Under the merger agreement, the company is subject to a customary ?no-shop? provision that restricts the company and its representatives from soliciting takeover proposals. Upon closing, the Class A Shares will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Securities Exchange Act of 1934, as amended. Weber will have to pay a termination fee of $5.5 million, in case Weber terminates the transaction. The transaction is subject to approval of shareholders of Weber, expiration of the waiting period applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and other customary closing conditions. Acting upon the Special Committee Recommendation, the Board of Directors of Weber have unanimously approved the transaction and unanimously approved the buyer Board. Following the execution of the Merger Agreement, the specified holders of Weber executed and delivered to the company a written consent adopting the Merger Agreement and approving the Merger, thereby providing the required stockholder approval for the Merger, and no further action by holders of Common Shares is required to complete the merger. The transaction is expected to close in the first half of 2023.

Centerview Partners LLC acted as financial advisor to the Special Committee of Weber Inc. Centerview Partners LLC acted as fairness opinion provider to special committee of Weber. David J. Perkins and Aaron M. Gruber of Cravath, Swaine & Moore LLP acted as legal advisors to BDT. Melissa Sawyer and Matthew B. Goodman of Sullivan & Cromwell LLP and J.W. Perry, Welton E. Blount, Pedro J. Bermeo, Veronica M. Wissel, Joseph S. Brown, Ethan Goldman and Marc O. Williams of Davis Polk & Wardwell LLP acted as legal advisors to Weber. American Stock Transfer & Trust Company, LLC acted as transfer agent to Weber. In connection with Centerview?s services as the financial advisor to the Special Committee, Weber has agreed to pay Centerview an aggregate fee of up to approximately $27 million, including $3 million of which was payable upon the rendering of Centerview?s opinion.

BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund III LP managed by BDT Capital Partners, LLC completed the acquisition of the remaining 52.4% stake in Weber Inc. (NYSE:WEBR) from WSP Investment LLC, MAD Private Family Trust Company, Weber-Stephen Management Pool Llc and others on February 21, 2023. Effective as of the closing of the transaction, trading of Weber?s Class A common stock has been suspended on the New York Stock Exchange and Weber has requested that its Class A common stock be delisted from the NYSE.