Motor Fuel Limited has entered into an agreement to acquire 337 Morrisons petrol forecourts & more than 400 Ultra-Rapid EV sites of Wm Morrison Supermarkets Limited for £2.5 billion on January 30, 2024. Under the terms of agreement, the consideration to be made in the form of cash and equity instruments. The proposed £2.5bn transaction forms a new strategic partnership between the two companies. As part of the transaction, Morrisons will also take a minority stake of approximately 20% equity interest in MFG, and enter into commercial and supply agreements with MFG, underscoring the long-term nature of the partnership. Post completion of the acquisition, every Morrisons forecourt colleague will be offered an in-store position. There are not expected to be any compulsory redundancies in connection with the immediate implementation of the transaction, and it is anticipated that over time the transaction will be a significant creator of jobs as MFG and Morrisons start to utilize the growth opportunities created by this opportunity. The benefits of the transaction include, Leveraging the price benefits of bulk fuel purchases to support a compelling fuel value proposition for customers. Value-for-money supermarket fuel will remain the offering on forecourts that will retain the Morrisons brand; Morrisons will continue to supply food and groceries across the 337 petrol forecourts with the opportunity to expand its supply across the MFG estate over the medium term through its fast-growing wholesale operation;

Completion is subject to and conditional upon the satisfaction (or waiver) of certain customary conditions, requirements and approvals. The transaction described above is expected to complete in H1 2024. Post completion of the acquisition, the proceeds of the sale will fund further investment in the grocery and food making businesses, as well as significantly strengthening the Company's capital structure. Adrian Maguire, Vincent Bergin, Jessica Corr, Max Harris, Mavnick Nerwal, James Seddon Christopher Shield, Suroop Kandola, Alasdair Balfour and Nick Appleton of Kirkland & Ellis is advising Morrisons and its shareholder Clayton, Dubilier & Rice on the transaction. Elizabeth Cartwright and Phillip Tunney, Jane Southworth, Mark Hammerton, Tom Bray, David Jervis, Andrew Todd, Steve Felstead, Kate Sutton, Rob Bindless, Peter Woods, Tracy Gibson and Tom Bennett of Eversheds Sutherland acted as legal advisor to Wm Morrison Supermarkets Limited in the transaction. James Scott, Mark Brewer, David Brooks and Tom Dye of Freshfields Bruckhaus Deringer LLP acted as legal advisor to CD&R and its portfolio company MFG. HSBC acted as financial advisor to Wm Morrisons Supermarkets. Giovanni Chin, Michel Cijsouw, and Victor Sperling of Rabobank acted as financial advisor to Wm Morrisons Supermarkets. RBC Capital Markets, LLC acted as financial advisor to Motor Fuel Limited. Alan Davies, E. Raman Bet-Mansour, Ryan Rafferty, Nicholas Pellicani, Gregg Young and Cécile Beurrier of Debevoise & Plimpton is advising on the financing aspects to relevant parties. Latham & Watkins is advising a consortium of 14 banks on the £1.6 billion loan for Motor Fuel Group's acquisition of gas stations from Morrisons. BofA Securities, Inc. acted as financial advisor to Clayton, Dubilier & Rice.