NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 June 2025

RECOMMENDED CASH ACQUISITION

of

Spectris plc ("Spectris")

by

MI Metron UK Bidco Ltd ("Bidco")

an indirect subsidiary of funds managed and/or advised by Advent International, L.P. ("Advent")

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Summary

for each Spectris Share:         £ 37.63 in cash (the "Offer Value")

comprising, for each Spectris Share held:

Background to and reasons for the Acquisition

Spectris Recommendation

Information on Bidco and Advent

Bidco

Advent

Information on Spectris

Timetable and Conditions

Comments on the Acquisition

Commenting on the Acquisition, Mark Williamson, the Chairman of Spectris, said:

"The Spectris management team have transformed the Spectris Group into a leading, sustainable business with high quality premium precision measurement solutions that enable customers to solve some of their greatest challenges. The Board remains confident in Spectris' strategy and the opportunities that will be delivered over the medium term, but believes that Advent's offer recognises the attractiveness of Spectris and represents strong and immediate cash value for shareholders at an attractive premium of 84.6 per. cent to the undisturbed share price.

The Board believes that the offer will benefit Spectris' stakeholders and the operational and financial resources of Advent are expected to enhance opportunities for our employees and the Company."

Commenting on the Acquisition, Andrew Heath, Chief Executive of Spectris, said:

"Since 2019, we have repositioned Spectris as a focused, high quality, compound growth business with advantaged positions in attractive end markets. I would like to recognise the exceptional contribution of my colleagues - their talent, insight and commitment continues to drive our success. The next chapter of Spectris' development will further fuel their ambition and provide new opportunities.

Advent's offer recognises the quality of Spectris, our talented people, and our strong growth prospects. In light of a strong set of intentions set out today, the Board have confidence that Advent is committed to supporting Spectris with investment that will drive growth and accelerate delivery of our strategic objectives."

Commenting on the Acquisition, Shonnel Malani, Managing Partner at Advent International, said:

"Acquiring Spectris is Advent's vote of confidence in British engineering and innovation. As active partners, we are dedicated to accelerating Spectris' growth and enhancing its leadership in precision measurement. With its talented people and proven track record of driving breakthroughs across industries, we are poised to invest in its continued success, pushing the boundaries of technological progress, expanding its global reach, and delivering transformative solutions to the world's most dynamic sectors."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. Details of the irrevocable undertakings received by Bidco are set out in ‎Appendix 3 to this Announcement. The details and bases of belief of each of the Spectris Profit Forecasts are contained in Appendix 4. The defined terms used in this Announcement are set out in ‎Appendix 5 to this Announcement.

Enquiries

Slaughter and May is acting as legal adviser to Spectris.

Cleary Gottlieb Steen & Hamilton LLP (M&A) and Weil, Gotshal & Manges (London) LLP (debt and equity financing and antitrust) are acting as legal advisers to Advent and Bidco. Freshfields LLP is acting as legal adviser to CPP Investments.

The person responsible for arranging the release of this Announcement on behalf of Spectris is Rebecca Dunn, Spectris Head of Corporate Affairs.

Important notices relating to financial advisers

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Spectris and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the matters referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Spectris and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the matters referred to in this Announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained in this Announcement or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting exclusively for Spectris and for no one else in connection with the Acquisition and will not be responsible to anyone other than Spectris for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Spectris and no one else in connection with the Acquisition and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Spectris securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Advent and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Advent or Bidco for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Morgan Stanley nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with this Announcement or any statement contained herein or otherwise.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial advisor to Advent and Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Advent and Bidco for providing the protections afforded to clients of PJT Partners nor for providing advice in relation to the Acquisition or any matter referred to herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this Announcement, the Acquisition, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, solicitation or invitation to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, purchase issuance or transfer of securities of Spectris in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely through the Scheme Document (and the accompanying Forms of Proxy), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

This Announcement does not constitute a prospectus, prospectus equivalent or a prospectus exempted document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in, into or from jurisdictions other than the UK and the availability of the Acquisition to Spectris Shareholders who are not resident in the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Spectris Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws or regulations in that jurisdiction. To the fullest extent permitted by applicable law and regulation, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into, from, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) or interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Spectris Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Additional information for U.S. investors

U.S. Spectris Shareholders should note that the Acquisition relates to an offer for the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition is therefore not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to the requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. tender offer rules and regulations.

The financial information with respect to Spectris included in this Announcement and to be included the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

It may be difficult for U.S. Spectris Shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Acquisition, since Spectris and Bidco are each located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. U.S. Spectris Shareholders may not be able to sue Spectris or Bidco, or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Spectris or Bidco and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court for violations of the U.S. securities laws.

The receipt of Cash Consideration pursuant to the Scheme by U.S. Spectris Shareholders as consideration for the transfer of its Spectris Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Spectris Shareholder (including U.S. Spectris Shareholders) is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spectris outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Morgan Stanley (and/or certain of its affiliates) will continue to act as exempt principal traders in Spectris shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Spectris contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Bidco and Spectris about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidco Group, the Spectris Group and the Enlarged Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "prepares", "expects" or "does not expect", "is expected to", "is subject to", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Spectris believe that the expectations reflected in such forward-looking statement are reasonable, Bidco and Spectris can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Bidco and/or Spectris) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the Bidco Group, the Spectris Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market‑related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in the behaviour of other market participants, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital, tax and tariffs), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the European Union, Eurozone instability, the Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated benefits or savings when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the Bidco Group to integrate successfully the Spectris Group's operations and programmes when the Acquisition is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither the Bidco Group nor the Spectris Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation and the DTRs), neither the Bidco Group nor the Spectris Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates or quantified financial benefits statements

Each of the Spectris Profit Forecasts is a profit forecast for the purposes of Rule 28 of the Code. Each of the Spectris Profit Forecasts, and the assumptions and basis of preparation on which each such Spectris Profit Forecast is based, as well as the relevant Spectris Directors' confirmation, in each case, as required by Rule 28.1 of the Code, are set out in Appendix 4 of this Announcement.

Other than the Spectris Profit Forecasts, nothing in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco or Spectris for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for Bidco or Spectris, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Spectris Shareholders, persons with information rights and other relevant persons for the receipt of communications from Spectris may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at https://www.adventinternational.com/company-offer/ and on Spectris' website at www.spectris.com by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

Spectris Shareholders, persons with information rights and participants in the Spectris Share Plans may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting Spectris' registrars, Equiniti, between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on 0371 384 2030 within the United Kingdom or on +44 121 415 7047 from overseas, or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Spectris Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 June 2025

RECOMMENDED CASH ACQUISITION

of

Spectris plc ("Spectris")

by

MI Metron UK Bidco Ltd ("Bidco")

an indirect subsidiary of funds managed and/or advised by Advent International, L.P. ("Advent")

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1.         Introduction

The boards of Bidco and Spectris are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Spectris (the "Acquisition").

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, each Spectris Shareholder will be entitled to receive:

for each Spectris Share:         £ 37.63 in cash (the "Offer Value")

comprising, for each Spectris Share held:

o  £37.35 in cash from Bidco (the "Cash Consideration"); and

o  an interim dividend of 28 pence to be paid (subject to approval by the Spectris Directors) by Spectris in the ordinary course of its FY25 dividend calendar (the "Permitted Dividend").

Under the terms of the Acquisition, Bidco has also agreed that each Spectris Shareholder will be entitled to receive the FY24 Final Dividend without any consequential reduction to the Cash Consideration payable in respect of each Spectris Share.

The Offer Value represents an attractive premium of approximately:

·    84.6 per cent. to the Closing Price of £20.38 per Spectris Share on 6 June 2025 (being the last Business Day prior to the commencement of the Offer Period);

·    82.9 per cent. to the volume-weighted average price in the one month to 6 June 2025 of £20.58; and

·    74.6 per cent. to the volume-weighted average price in the three months to 6 June 2025 of £21.55.

The Offer Value values the entire issued and to be issued share capital of Spectris at approximately £3.8 billion and implies an enterprise value of approximately £4.4 billion. It represents a multiple of 18.5x Spectris' Adjusted EBITDA, and 21.8x Spectris' Adjusted EBIT, for the year ended 31 December 2024.

Other than the Permitted Dividend and the FY24 Final Dividend, if any dividend, distribution or other return of value is announced, declared, made or paid, or becomes payable, in respect of Spectris Shares on or after the date of this Announcement and before the Effective Date, Bidco reserves the right to reduce the Cash Consideration payable in respect of each Spectris Share by the amount of all or part of any such dividend, distribution or other return of value. If Bidco exercises this right, Spectris Shareholders will be entitled to receive and retain any such dividend, distribution or other return of value.

The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Spectris and Scheme Shareholders under Part 26 of the Companies Act, although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer.

The Acquisition will be subject to the Conditions and certain further terms set out in ‎Appendix 1 to this Announcement, including, among other things: (i) the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolutions relating to the Scheme by Spectris Shareholders at the General Meeting; (ii) the sanction of the Scheme by the Court; (iii) the Scheme becoming Effective no later than 11.59 p.m. on the Long Stop Date; and (iv) the receipt of certain antitrust approvals including in the EU, US and China and certain foreign investment approvals including in the US and the UK.

In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof, if applicable).

The Spectris Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third-party rights or interests whatsoever and together with all rights existing as at the Effective Date, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of Spectris Shares, in each case other than the Permitted Dividend and the FY24 Final Dividend.

3.         Background to and reasons for the Acquisition

Spectris is a high-quality precision measurement, instrumentation and testing company focusing on two high-performance divisions, each of which provides and develops distinct, market-leading technologies and solutions.

Advent has long admired Spectris and has been particularly impressed by the Spectris management team's repositioning of the business since 2018 through a combination of portfolio rationalisation and targeted investment in priority areas. This has led to a more focused and higher quality global business, and Bidco believes that Spectris is now well-placed to capitalise on future growth opportunities in its core end markets.

Advent is a sophisticated and responsible global financial investor with significant deployable capital and a clear focus on partnering with management teams to foster innovation in businesses with excellent growth potential.

Advent has operated in the UK since 1989 and has a long track record of investment in UK headquartered businesses, having invested £5.5bn in the UK since beginning operations here. Advent's approach to its business portfolio is to be a responsible steward, with a focus on driving growth, value and ultimately creating world-class companies that support the UK economy.

Advent has deep experience of investing in high technology businesses within the industrial and engineering sectors in the UK, including in the context of public-to-private transactions such as its successful acquisitions of Cobham, Ultra Electronics and Laird. Through its long commitment to the UK, in particular, Advent has demonstrated a clear track record of long-term successful and responsible stewardship of UK assets and is enthusiastic about its continued commitment to supporting the development of world-class global businesses such as Spectris both in the UK and in the other markets in which they operate, and creating sustainable value for all stakeholders.

Advent's recent investments demonstrate the value it provides to the companies and management teams with which it partners. Advent's portfolio company Ultra - a leading defence and security business - has significantly invested in its UK R&D capabilities under Advent's ownership. This has included investing £30m in a new Cyber Security Centre for Excellence in Maidenhead and the creation of approximately 200 new jobs across Ultra's UK businesses. Ultra's innovations also support key UK Government objectives, with innovations including new anti-submarine sonobuoys provided to the Ministry of Defence and other international partners.

Bidco believes that the Acquisition presents an exciting opportunity for Spectris to build on its successful progress in recent years and to further develop the quality of its customer offering. In particular, Bidco considers that access to the additional capital, long term investment approach and industry expertise of Advent under its private ownership would allow Spectris further opportunity and flexibility to accelerate investment in its key areas for growth (including through organic investment, R&D and M&A) while continuing its robust focus on maintaining a strong and coherent global business portfolio.

4.         Spectris Recommendation

The Spectris Directors, who have been so advised by Goldman Sachs, Rothschild & Co, and BofA Securities as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Spectris Directors, Goldman Sachs, Rothschild & Co, and BofA Securities have taken into account the commercial assessments of the Spectris Directors. BofA Securities is providing independent financial advice to the Spectris Directors for the purposes of Rule 3 of the Code.

Accordingly, the Spectris Directors intend to unanimously recommend that Spectris Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Spectris Directors who hold Spectris Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Spectris Shares (and those of their spouse, minor children and/or related trusts (if applicable)), amounting in aggregate to 223,189 Spectris Shares representing approximately 0.22 per cent. of the issued share capital of Spectris as at the Last Practicable Date.

Further details of these irrevocable undertakings are set out at ‎Appendix 3 to this Announcement.

5.         Background to and reasons for the recommendation

Spectris today and its strategic transformation

Spectris harnesses the power of precision measurement to enable its customers to make the world cleaner, healthier and more productive. Combining leading technical expertise and deep domain knowledge, Spectris provides its customers with critical insights through high quality precision measurement solutions that enable them to solve some of their greatest challenges and deliver significant value for all stakeholders. With two strong divisions, 7,400 employees, of which c.2,200 are sales and service employees, in more than 30 countries, and a global network of manufacturing facilities and labs, Spectris sits at the heart of its customers' research and development strategies and critical production processes. This privileged position enables Spectris' customers to develop: the technologies to drive the energy transition; the medicines we rely on; the materials we build with; the devices that connect us; and the machines that help work to be faster, better and more efficient.

Since Spectris announced its Strategy for Profitable Growth in 2019, the Spectris Group has been fundamentally reshaped into a more focused and higher quality business, well positioned in attractive markets with sustainable growth drivers. During a period of significant corporate activity, the portfolio was repositioned from 14 businesses to two divisions. This vision and focus resulted in the sale of eight businesses, raising capital of £1.3 billion in this first strategic phase. At the same time, Spectris invested for growth in the two divisions. This investment, combined with a strengthened leadership and culture, created a business with enhanced capabilities, greater sales growth opportunity, improving operating margins, with stronger cash flow and return on capital.

Following this successful transformation, Spectris announced its Strategy for Sustainable Growth in 2022 building on the six strategic pillars of its business model: owner of great businesses, facing structural growth markets; with strong customer centricity; investing in growth; driving operational excellence; and with a values centred, high-performance culture. Alongside these pillars, and a commitment to innovation and ongoing focused investment in M&A, Spectris announced clear performance targets, establishing an attractive financial framework and medium-term outlook:

·    Organic sales growth of 6-7 per cent. through the cycle;

·    Adjusted operating margin of 20+ per cent.; and

·    Return on gross capital employed (ROGCE) in the mid-teens per cent.

Since 2022, strong strategic execution has further strengthened the quality of the Spectris Group and reinforced the foundations for future growth:

·    Completed the portfolio rationalisation programme first announced in 2019 with the disposal of Red Lion Controls in 2023;

·    Strengthened R&D investment and activity with investment equivalent to 8.1 per cent. of Spectris' sales in 2024 and a record number of product launches and improvements in product vitality;

·    Successful inorganic growth strategy comprising five acquisitions to strengthen capabilities and customer offering, most recently through the highly synergistic acquisitions of SciAps Incorporated, Micromeritics Instrument Corporation and Piezocryst Advanced Sensorics; and

·    Continued investment in operational improvements and efficiencies through the continued deployment of the Spectris Business System ("SBS") and the implementation of a new ERP system.

While performance in 2024 was more challenging with a unique, and largely unprecedented, alignment of prolonged weakness across multiple end markets, decisive action was taken by management, both on cost and investment, to ensure that Spectris is well-placed for continued growth. The Spectris Board remains fully confident in the ongoing execution of Spectris' Strategy for Sustainable Growth and that its continued successful delivery will create significant value for shareholders.

Since 2019 Spectris has returned over £1 billion to shareholders through dividends and capital returns. Importantly, Spectris is now a high quality, well positioned business with a world class portfolio of precision measurement businesses, strong momentum in strategic execution, and a robust platform for sustainable growth and strong cash generation to capture Spectris' potential.

Proposal from Advent and considerations in respect of the Acquisition

The Spectris Board did not solicit an offer for Spectris, although it regularly considers all options for driving and improving shareholder value. The initial unsolicited proposal received from Advent at £30.50 per Spectris Share was not at a level which the Spectris Board felt reflected an appropriate valuation of Spectris and its future prospects. Following four further proposals from Advent, including a proposal of £37.63 per Spectris Share (including an interim dividend of 28 pence, subject to Spectris Board approval), the Spectris Board indicated to Advent that its latest proposal was on financial terms which the Spectris Board was minded to recommend and granted access to confirmatory due diligence information.

In considering the financial terms of the Acquisition and determining whether they reflect an appropriate valuation of Spectris and its future prospects, the Spectris Board took into account a number of factors including that:

·    the Acquisition reflects the strength of Spectris' business and its future prospects, and provides an opportunity for Spectris Shareholders to crystallise, in cash, the value of their investments at a fair and reasonable value;

·    the Offer Value represents an attractive premium of:

o  84.6 per cent. to the Closing Price of £20.38 on 6 June 2025 (being the last Business Day before the commencement of the Offer Period);

o  74.6 per cent. to the volume-weighted average price in the three months to 6 June 2025 of £21.55; and

o  57.0 per cent. to the volume-weighted average price in the six months to 6 June 2025 of £23.97;

·    the Offer Value implies an enterprise value multiple of approximately 18.5 times Spectris' EBITDA for the 12 months ended 31 December 2024 and approximately 21.8 times Spectris' EBIT for the 12 months ended 31 December 2024;

·    the certainty of the Acquisition should be weighed against the inherent uncertainty of the delivery of future value that exists in the business, in particular given the current uncertainty in the global macroeconomic environment; and

·    the Acquisition is expected to deliver more risk-adjusted near-term value to Spectris shareholders than other options considered by the Spectris Board, including a break-up of Spectris with the associated execution and market risks, time to implement and expected areas of value leakage, such as tax and transaction costs.

Accordingly, while the Spectris Board remains confident in its ability to deliver sustainable value for shareholders, the Spectris Directors believe that the Offer Value represents an attractive opportunity for Spectris Shareholders to realise an immediate and certain cash value for their investment relative to the risks inherent in the execution of Spectris' strategy over the medium to longer-term.

In considering the Acquisition, the Spectris Board have taken into account Advent's stated intentions for the business and all its stakeholders, including its employees, customers and broader network of partners. The Spectris Board has also considered Advent's statements regarding its intention to support the Spectris Foundation and its charitable work.

The Spectris Board notes that Advent is a highly experienced investor, with a long history of investing in UK-headquartered global businesses and a clear track record of successful investments in high technology businesses within the industrial and engineering sectors and across other sensitive sectors. Taking into account Advent's experience and its intentions for the business, the Spectris Board believes that Advent is able to support the next chapter of the development of Spectris' businesses.

Following careful consideration of the financial terms of the Acquisition, the combination of value and certainty that the terms of the Acquisition provides to Spectris shareholders, and the above factors, the Spectris Directors intend to unanimously recommend that Spectris Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Spectris Directors who hold Spectris Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Spectris Shares (and those of their spouse, minor children and/or related trusts (if applicable)), amounting in aggregate to 223,189 Spectris Shares representing approximately 0.22 per cent. of the issued share capital of Spectris as at the Last Practicable Date.

Information relating to Bidco and Advent

Bidco

Bidco is a private company limited by shares registered in England and Wales and incorporated on 9 June 2025 with company number 16506150. Bidco was formed for the purposes of the Acquisition and will be indirectly owned by Advent and certain other minority equity investors.

Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Advent

Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, Advent oversees more than USD $91 billion in assets under management and has made 430 investments across 44 countries.

Since its founding in 1984, Advent has developed specialist market expertise across its five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by its deep sub-sector knowledge, which informs every aspect of its investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. Advent brings hands-on operational expertise to enhance and accelerate businesses.

Through its long commitment to the UK, in particular, Advent has demonstrated a clear track record of long-term successful and responsible stewardship of UK assets and is enthusiastic about its continued commitment to supporting the development of world-class businesses. Its extensive global footprint and operational improvements experience make it a strong owner with the capability to drive change built to last, and achieve sustained growth.

In addition, as one of the largest privately-owned partnerships, its 660+ colleagues leverage the full ecosystem of Advent's global resources, including its Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide its portfolio companies as they seek to achieve their strategic goals.

6.         Information relating to the Spectris Group

Spectris combines leading technical expertise and deep domain knowledge to provide its customers with critical insights through high quality precision measurement solutions that enable them to solve some of their greatest challenges, making the world cleaner, healthier, and more productive.

Spectris is well positioned to compete across its customer offering and employs c.7,400 people located in more than 30 countries, all united behind its purpose to deliver significant value for all its stakeholders. Spectris is headquartered in London and focuses on two strong divisions, with a global network of c.2,200 sales and service employees and best in class manufacturing facilities and labs.

Spectris operates through two divisions:

·      Spectris Scientific: a global leader in advanced material measurement and characterisation, operating in attractive end markets, such as pharmaceutical, semiconductor, primary and advanced materials and advanced research. Spectris Scientific comprises Malvern Panalytical, Particle Measuring Systems and Servomex. Through these three companies, Spectris Scientific provides leading scientific instruments and services, measuring particles down to the nano scale, helping customers better understand and shape everything from proteins, metals and polymers to controlling aseptic manufacturing.

·      Spectris Dynamics: a global leader in advanced integrated virtual and physical testing, and high precision sensing solutions through its business, HBK. Spectris Dynamics is strategically placed, offering broad solutions, with the ability to integrate both the physical and virtual worlds of test and measurement. Spectris Dynamics supports some of the world's leading automotive, machine manufacturing, aerospace, electronics and advanced research customers.

For the financial year ended 31 December 2024, Spectris reported sales of £1,299 million, EBITDA of £239 million, and adjusted operating profit of £203 million. Spectris completed the acquisition of three high-quality, complementary businesses during 2024 (SciAps Incorporated, Micromeritics Instrument Corporation, and Piezocryst Advanced Sensorics), delivering material synergies. Micromeritics and SciAps will be integrated into Malvern Panalytical in Spectris Scientific, while Piezocryst will be integrated into Spectris Dynamics. Spectris also completed the disposal of Red Lion Controls in April 2024.

As at 6 June 2025, being the last Business Day prior to the commencement of the Offer Period, Spectris' market capitalisation was £2.1 billion. Spectris' shares are publicly listed on the London Stock Exchange under the symbol SXS.L For more information, visit www.spectris.com.

7.         Spectris trading update

Spectris continues to expect to deliver full-year performance in line with market expectations, including the contribution from acquisitions and the execution of its Profit Improvement Programme.

Results for the five months to 31 May 2025 were resilient with Spectris Group reported sales of £507 million (4.8 per cent. higher year-on-year, 6.6 per cent. higher ex-Red Lion Controls), with an improving trend in both reported and LFL sales against easier year-on-year comparators into the second quarter. On a LFL basis, Spectris Group sales were 1.5 per cent. lower than the prior period (7.9 per cent. lower at the end of Q1), driven by declines in automotive and semiconductor, partially offset by good growth in academia, materials and life sciences.

By division, Spectris Scientific sales were 16.4 per cent. higher on a reported basis and 0.4 per cent. lower on a LFL basis (11.0 per cent. lower LFL at the end of Q1) and Spectris Dynamics sales were flat on a reported basis and 3.0 per cent. lower on a LFL basis (3.4 per cent. lower on an LFL basis at the end of Q1). All three acquisitions completed in 2024 - Micromeritics, SciAps and Piezocryst - continue to perform well in line with management expectations. The Spectris Group order book ended the period at £526 million, with a Book-to-Bill Ratio of 1.04x.

The Profit Improvement Programme remains on track to deliver at least £30 million of savings in 2025, which will be weighted to the second half of the financial year.

Net debt at the end of May 2025 was approximately £500 million. Returning leverage back within Spectris' 1-2x target remains a key priority, supported by the Spectris Group's track record of strong cash conversion.

Spectris will announce its half year results for the six months ended June 2025 on 7 August 2025.

8.         Strategic plans and intentions with regard to management, employees and places of business

Advent's investment philosophy is to support high-quality businesses to reach their full potential for the benefit of all stakeholders. As a private equity investor, Advent seeks to improve, grow and then ultimately divest all of the businesses that it acquires.

Strategic plans for Spectris

Advent has long admired Spectris and its status as a global leader in precision measurement and data insight, operating a portfolio of technology businesses that deliver mission-critical instrumentation and solutions to customers across high-growth end markets including life sciences, semiconductor, electronics, automotive, and a wide range of other attractive sectors.

Advent is highly confident in the overall prospect of each of Spectris' divisions and the end markets in which they operate and believes that Spectris' current technology base, customer relationships and track record of innovation position it well for long-term growth and value creation.

Advent views the Acquisition as an opportunity to continue management's journey of recent years to optimise, accelerate and identify the best owners at the right time. So far, management has made eight disposals (BTG, Concept Life Sciences, Red Lion, Omega, NDCT, B&K Vibro, Millbrook and EMS businesses) in the last seven years. Being a private company will allow longer-term decision-making and enhanced agility, free from the requirement to meet the public equity market's reporting requirements and expectations and the obligations associated with being a listed company; Advent believes ambitions for the businesses can be bigger, bolder and faster.

Prior to this Announcement and following the agreement of the financial terms of the Acquisition, consistent with market practice, Advent has been granted access to Spectris' senior management for the purposes of confirmatory due diligence. Following completion of the Acquisition, Bidco intends to work with Spectris' management team to undertake a comprehensive review of the Spectris Group's operations, investment priorities, and business plan (the "Review"). The Review is expected to take approximately six months from the Effective Date and will include:

·    an assessment of the performance, short and long-term objectives, strategy, market position, strategic alignment and long-term potential of Spectris' divisions and the businesses within them;

·    considering how best to position Spectris' businesses for greater competitive strength over the longer term, and continuing the optimisation of the Spectris Group that Spectris' management team has been undertaking over the past few years, which would include evaluating the best corporate organisational set up for the Spectris Group in a private context and specifically whether organising the Spectris Group in two reporting segments (Spectris Scientific and Spectris Dynamics) is the optimum approach or whether, as Bidco believes, the business would benefit from being organised as four operating units (Malvern Panalytical, Particle Measuring Systems, Servomex and Dynamics) to allow them to enhance their positions within their respective markets and to maximise their potential and create value;

·    a review of capital allocation frameworks and potential investments in innovation, automation, simulation and software solutions, AI and wider commercial go-to-market capabilities and how best to position the business to compete for greater market share;

·    engaging with the key stakeholders of each business, including employees and customers;

·    consideration of operational efficiencies across the global supply chain and manufacturing footprint;

·    considering whether and when any standalone operating units or businesses within such units should be divested and the appropriate timing of divestments. Bidco expects to exit the Spectris Group's business units separately over time and could make decisions on divestments before the end of the Review. Any such decisions would only be taken in the light of the interest and suitability of any potential buyers, the ease and costs of separation and the views of key stakeholders including customers. Any such divestments would be subject to the agreement of satisfactory terms and the satisfaction of applicable regulatory approvals and conditions; and

·    exploring with the management teams of each of the underlying businesses within the Spectris Group any other opportunities for acceleration of growth of Spectris and its businesses.

Whilst the Review is expected to take approximately six months to complete, Advent expects that in conjunction with the Spectris management team, opportunities to improve the outlook for the underlying operating businesses will be identified during the course of the Review and they will be actioned by the Spectris management team in parallel with the ongoing Review.

As a result of the findings of the Review, Bidco intends to invest in Spectris' different businesses both organically, and potentially via acquisitions, to further enhance their product offering and hence growth and market positions. Acquisitions could involve smaller companies that fit with already existing business areas or larger companies that sit in adjacent segments or have complementary offerings or footprints. At this time, no specific add-on acquisition targets are under active consideration by Bidco.

Any divestments arising as a result of the ongoing findings of the Review could involve changes to Spectris' business activities, places of business and fixed asset base. If any divestments are made, the number of employees employed within the Spectris Group would also be reduced as further described below and any such divestments could change the balance of the skills and functions of the remaining employees and management.

Intentions for employees and management

Bidco places great value on the skills, knowledge and experience of Spectris' employees and management team. Bidco believes that the workforce plays a central role in Spectris' continued innovation and customer focus and is excited to partner with the Spectris management team to develop the quality of its customer offering and to grow the value of the businesses in the longer term.

Following completion of the Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of Spectris and its subsidiaries will be fully safeguarded and observed in accordance with applicable law.

Other than in relation to a limited number of corporate and listed company-related functions (and any of the divestments of any of the Spectris Group's four business units (or any businesses within such business units) which Bidco expects to make over time, which, if they were to occur, would naturally reduce the number of employees within the Spectris Group), Bidco does not intend to make material changes to the overall headcount, conditions of employment or balance of skills and functions of the employees and management of Spectris.

With effect from completion of the Acquisition, it is intended that the non-executive directors of Spectris will resign as directors of Spectris.

Incentive arrangements

Bidco has not entered into, and has not discussed, any form of incentivisation arrangements with members of Spectris' management team. Bidco expects to put in place certain incentive arrangements for the management teams of Spectris and its business units following completion of the Acquisition.

Pension schemes

Spectris currently operates a defined benefit pension scheme in the UK which was closed to accrual of pensionable service in 2009. The Acquisition will not impact the rights of beneficiaries in this scheme. This pension scheme was estimated to be in surplus on a technical provisions basis at its most recent actuarial valuation as at 31 December 2023, and an agreement is currently in place for Spectris to make further contributions with a view to the scheme becoming fully funded on a termination or buy out basis by 2030.

Advent has held constructive discussions with the trustee of the scheme and intends to provide an escrow account to hold these further contributions, with a risk buffer, from completion so that they are available to the pension scheme, which will allow the pension trustee to start the process of securing benefits with an insurer. Advent intends to document this arrangement with the trustee before the Effective Date.

Advent does not intend to change the current benefits or eligibility criteria for the UK defined benefit pension scheme.

In addition, Spectris operates a number of smaller defined benefit arrangements in other jurisdictions, and a number of defined contribution arrangements in the UK and other jurisdictions. Advent does not intend to change the current benefits, eligibility criteria or contribution arrangements for these arrangements.

Intentions for headquarters, locations, fixed assets and research and development

Spectris and its underlying operating businesses have a history as innovators and leading providers in their respective fields, and a proven track record of utilising their advanced capabilities to deliver competitive solutions around the world. In recognition of this, other than as arising out of the Review, Bidco has no plans to undertake any material restructurings or change in the primary locations of Spectris' operating businesses including its or its businesses' manufacturing or research and development facilities and intends to maintain the Spectris Group's headquarters in London. However, a number of corporate and support functions, including PLC-related functions, will not be needed following completion which will result in a limited number of headcount reductions in the context of the Spectris Group as a whole. Bidco has not yet developed proposals as to how any such headcount reductions will be implemented and any individuals impacted will be treated and where necessary consulted in a manner consistent with applicable law and Spectris' high standards, values and practices, and the relevant employees' existing entitlements.

                Bidco does not intend to redeploy any of Spectris' material fixed assets other than in the ordinary course of business or as may result from the Review.

Spectris Foundation

Advent is delighted by the considerable impact the Spectris Foundation continues to have on enhancing and improving access to quality education in Science, Technology, Engineering and Mathematics (STEM) and empowering students from all backgrounds, and intends to continue Spectris' support for the Spectris Foundation and its charitable work. This fits very well with STEM-related charitable initiatives at other Advent portfolio companies in the UK.

Following completion, Advent intends to continue to support the Spectris Foundation and its charitable commitments and Advent will ensure the continued provision of certain support services from Spectris to the Spectris Foundation.

In addition, Advent may consider greater partnership between Advent and its portfolio companies with the Spectris Foundation in the future given their shared commitment to enhancing and improving access to quality education in STEM.

Trading facilities

Spectris Shares are currently listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange.

As set out in paragraph 14,‎ subject to the Acquisition becoming Effective, it is intended that requests will be made to the FCA to cancel the listing of the Spectris Shares on the Official List and to the London Stock Exchange to cancel trading in Spectris Shares on the London Stock Exchange's main market for listed securities.

Following completion of the Acquisition, Bidco intends to re-register Spectris as a private company.

None of the statements in this paragraph 8 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

9.         Irrevocable undertakings

Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from those Spectris Directors who hold Spectris Shares in respect of their own beneficial holdings (and those of their spouse, minor children and/or related trusts, if applicable), amounting in aggregate to 223,189 Spectris Shares representing approximately 0.22 per cent. of the issued share capital of Spectris as at the Last Practicable Date.

Further details of these irrevocable undertakings are set out in ‎Appendix 3 to this Announcement.

10.       Financing of the Acquisition

The Cash Consideration payable by Bidco to Spectris Shareholders will be financed by a combination of:

·    equity investment from funds managed and/or advised by Advent and its affiliates, CPP Investments, acting through its wholly-owned subsidiary, CPPIB Investor, and MI Metron Co-Invest; and

·    debt to be provided under the Interim Facilities Agreement.

Other potential equity investors may take indirect minority interests in Bidco during the Offer Period or once the Acquisition completes.

In respect of the Interim Facilities Agreement, Bidco has agreed that, subject to certain customary carve-outs, it shall not, without the approval of Interim Lenders, waive certain conditions contained in Appendix 1 to this Announcement where such waiver would be materially adverse to the interests of the Interim Lenders.

In due course, Bidco intends to enter into a senior facilities agreement with, among others, the Interim Lenders and to utilise the facilities made available under the senior facilities agreement in lieu of the Interim Facilities Agreement.

Morgan Stanley, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable to Spectris Shareholders pursuant to the terms of the Acquisition.

Information on CPP Investments and MI Metron Co-Invest

CPP Investments

Canada Pension Plan Investment Board ("CPP Investments") is a professional investment management organization that manages the Canada Pension Plan Fund (the "Fund") in the best interests of the more than 22 million contributors and beneficiaries. In order to build diversified portfolios of assets, we make investments around the world in public equities, private equities, real estate, infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At 31 March 2025, the Fund totalled CA$714.4 billion. CPPIB Investor is a wholly-owned subsidiary of CPP Investments, and is the entity through which CPP Investments will invest in Bidco.

The antitrust Condition in respect of the German Federal Cartel Office (Bundeskartellamt) included in paragraph 3(d) of Part A of Appendix 1 to this Announcement and the foreign direct investment and national security Condition in respect of CFIUS included in paragraph 4(b) of Part A of Appendix 1 to this Announcement (such Conditions together, the "CPPIB Regulatory Conditions") relate only to CPPIB Investor and not to Advent or Auba Investment.

MI Metron Co-Invest

25MI Co-Investment Limited Partnership ("MI Metron Co-Invest") is an Ontario limited partnership managed by its general partner, Advent International GPE X, LLC, in which Auba Investment Pte Ltd is the limited partner. Auba Investment Pte Ltd ("Auba Investment") is a nominated investment vehicle of GIC Special Investments Pte Ltd, which is a direct subsidiary of GIC. MI Metron Co-Invest is the entity through which GIC will invest in Bidco.

GIC is a leading global investment firm established in 1981 to secure Singapore's financial future. As the manager of Singapore's foreign reserves, GIC takes a long-term, disciplined approach to investing, and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. GIC's long-term approach, multi-asset capabilities, and global connectivity enable it to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 2,300 people in 11 key financial cities and has investments in over 40 countries. For more information, please visit gic.com.sg.

Auba Investment has agreed to invest in MI Metron Co-Invest for the purposes of the Acquisition and may benefit from enhanced minority rights in Bidco if it obtains CFIUS approval. The receipt of such CFIUS approval is not a condition to the completion of the Acquisition. Auba Investment has agreed to co-operate with Advent and Bidco in relation to obtaining regulatory clearances and has certain customary consent rights in relation to the invocation and waiver of certain of the Conditions to the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

11.       Acquisition‑related arrangements

Confidentiality Agreement

Advent International and Spectris entered into the Confidentiality Agreement on 15 May 2025 pursuant to which Advent International has undertaken to keep certain information relating to the Acquisition and Spectris confidential and not to disclose such information to third parties (except to certain permitted parties, including certain providers of debt or equity in certain circumstances), unless required by applicable laws or regulations, and to use such confidential information for the sole purpose of evaluating, negotiating, advising upon, financing or implementing the potential Acquisition.

The Confidentiality Agreement also contains undertakings from Advent International that, for a period of 18 months from the date of the Confidentiality Agreement, Advent International shall not approach certain of Spectris' employees or officers without the prior written consent of Spectris nor shall Advent International employ or otherwise engage certain of Spectris' employees (save as set out in the Confidentiality Agreement).

The Confidentiality Agreement also includes customary standstill arrangements that restrict Advent International's ability to make announcements or acquire interests in Spectris Shares. These restrictions cease to apply immediately following the making of this Announcement.

Clean Team Agreement

Advent International and Spectris entered into a clean team agreement on 25 May 2025 which sets out, among other things, certain procedures and principles to be followed to ensure adequate treatment of certain commercially sensitive confidential information between Spectris and Advent International's clean team individuals and/or external advisers.

Joint Defence Agreement

On 29 May 2025, Advent International, Spectris and their respective legal counsels entered into the Joint Defence Agreement to ensure that any exchange and/or disclosure of confidential information relating to the parties and in relation to, in particular, the anti-trust workstream, only takes place between their respective legal counsel and external experts, does not diminish in any way the confidentiality of such materials, and does not result in a waiver of any privilege, right or immunity that might otherwise be available. On 19 June 2025, the Joint Defence Agreement was amended and restated such that CPP Investments, Auba Investment Pte. Ltd and their respective counsels also became parties to such agreement.

Co-operation Agreement

Bidco, Advent, CPPIB Investor and Spectris entered into the Co-operation Agreement on or around the date of this Announcement pursuant to which: (i) Spectris has agreed to co-operate with Bidco to assist the satisfaction of certain regulatory conditions and Bidco and Advent have entered into commitments in relation to obtaining regulatory clearances; (ii) Spectris has agreed to co-operate with CPPIB Investor to assist the satisfaction of the CPPIB Regulatory Conditions and CPPIB Investor has entered into commitments in relation to obtaining regulatory clearances in relation to CPPIB Regulatory Conditions only; (iii) Bidco has agreed to provide Spectris with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iv) Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (v) Spectris and Bidco have agreed certain arrangements in respect of employees and the Spectris Share Plans.

In addition, Bidco and Advent have agreed not to take any actions which would, or would be reasonably likely to, prevent or delay the satisfaction of certain regulatory conditions (provided that such obligation shall not apply to any portfolio company in which Advent or its funds has an equity or other interest and does not control). CPPIB Investor has agreed to substantially equivalent obligations in respect of the CPPIB Regulatory Conditions (provided, likewise, that such obligations shall not apply to any portfolio company of CPP Investments or its direct and indirect majority owned subsidiaries and investment vehicles).

The Co-operation Agreement will terminate, inter alia:

(i)         if the Acquisition is withdrawn, terminates or lapses, except in certain circumstances including, but not limited to, where Bidco is exercising its right to switch to a Takeover Offer in accordance with the terms of the Co-operation Agreement;

(ii)        if prior to the Long Stop Date, any Condition becomes incapable of satisfaction;

(iii)       if, prior to the Long Stop Date, a third party announces a firm intention to make an offer for the entire issued, and to be issued, share capital of Spectris, which completes, becomes effective or is declared or becomes unconditional in all respects;

(iv)       at Bidco's election if the Spectris Directors withdraw their unanimous recommendation of the Acquisition or if the Spectris Directors recommend a competing proposal;

(v)        if the Scheme does not become effective in accordance with its terms by the Long Stop Date; or

(vi)       otherwise as agreed between Bidco and Spectris.

Bid Conduct Agreement

Advent and CPP Investments have entered into the Bid Conduct Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to co-operate in respect of the Acquisition.

Pursuant to the Bid Conduct Agreement, it is agreed that Advent will make all material decisions with respect to the conduct of the Acquisition subject to customary consent rights in favour of CPP Investments, including in relation to the invocation or waiver of the Conditions to the Acquisition.

The terms of the Bid Conduct Agreement also include an agreement not to pursue a competing proposal to the Acquisition with respect to Spectris or take any action which might be prejudicial to completion of the Acquisition or directly or indirectly encourage, solicit, initiate facilitate, participate in or otherwise continue any discussion or negotiation with any person in connection with a competing proposal to the Acquisition, in each case for so long as the Bid Conduct Agreement is in force.

The Bid Conduct Agreement will terminate in certain circumstances, including: (i) 14 days after the date on which the Acquisition becomes effective or unconditional; and (ii) at such time as the Acquisition is withdrawn or lapses.

12.       Spectris Share Plans

Participants in the Spectris Share Plans shall be contacted regarding the effect of the Acquisition on their options and awards under the Spectris Share Plans and appropriate proposals will be made to such participants in due course.

Details of the impact of the Scheme on each of the Spectris Share Plans and the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Spectris Share Plans.

13.       Structure of and conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, although Bidco reserves the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of Spectris. This is to be achieved by the transfer of Spectris Shares to Bidco, in consideration for which the Spectris Shareholders who are on the Spectris register of members at the Scheme Record Time shall receive the Cash Consideration in respect of each of their Spectris Shares on the basis set out in paragraph 2 of this Announcement.

Any Spectris Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, among other matters, provide that the Spectris Articles be amended to incorporate provisions requiring any Spectris Shares issued or transferred after the Scheme Record Time (other than to Bidco and or its nominee(s)) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities, and subject to the Scheme becoming Effective). The provisions of the Spectris Articles (as amended) will avoid any person (other than Bidco and its nominee(s)) holding shares in the capital of Spectris after the Effective Date.

The Acquisition is subject to the Conditions and certain further terms set out in ‎Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, including, among other things:

·    the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders;

·    the passing of the Resolutions by the requisite majority of Spectris Shareholders at the General Meeting;

·    the Scheme being sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Spectris) and an office copy of the Court Order being delivered to the Registrar of Companies; and

·    the receipt of certain antitrust approvals including in the EU, US and China and certain foreign investment approvals including in the US and the UK and which, in the case of the conditions relating to CFIUS in the US and antitrust in Germany are required in connection with the CPPIB Investment.

The Scheme shall lapse if:

·    the Court Meeting and the General Meeting are not held on or before the 22^nd day after 15 September 2025 (or such later date, if any as (i) Bidco and Spectris may agree or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow);

·    the Court Hearing is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date, if any as (i) Bidco and Spectris may agree or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow); or

·    the Scheme does not become effective by no later than 11.59 p.m. on the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing as set out above may be waived by Bidco.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with Forms of Proxy, will be published within 28 days of the date of this Announcement (unless a later date is agreed with the Panel).

Subject to the satisfaction or waiver of all relevant conditions, including the Conditions and certain further terms set out in ‎Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the approval and availability of the Court, it is expected that the Scheme will become Effective in or by Q1 2026. An expected timetable of principal events relating to the Acquisition will be included in the Scheme Document.

On the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Scheme at the Court Meeting or in favour of or against the Resolutions at the General Meeting); and (ii) share certificates in respect of Scheme Shares will cease to be valid and should be returned to Spectris or destroyed and entitlements to Scheme Shares held within the CREST system will be cancelled. The consideration payable under the Scheme will be despatched to Scheme Shareholders by Bidco within 14 days of the Effective Date.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Court and the FCA.

14.       Cancellation of admission to listing and re-registration as a private company

It is intended that dealings in Spectris Shares will be suspended shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in Spectris Shares on the Main Market of the London Stock Exchange, and to the FCA to cancel the listing of Spectris Shares on the Commercial Companies (Equity Shares) category of the Official List, in each case with effect from or shortly following the Effective Date.

On the first Business Day after the Effective Date, entitlements to Spectris Shares held within the CREST system will be cancelled, and share certificates in respect of Spectris Shares will cease to be valid.

It is also intended that, following the Effective Date, Spectris will be re-registered as a private limited company under the relevant provisions of the Companies Act.

15.       Interests in Spectris Shares

As at the Last Practicable Date, save for the irrevocable undertakings referred to in paragraph 9 above and 590,723 Spectris Shares held by GIC (as at 19 June 2025), neither Bidco, the Bidco Directors, nor, so far as Bidco is aware, any person acting in concert with Bidco for the purposes of the Acquisition, had:

(a)        any interest in, or right to subscribe for, any relevant securities of Spectris;

(b)        any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of Spectris;

(c)        procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Spectris;

(d)        borrowed or lent, or entered into any financial collateral arrangements or dealing arrangements in respect of, any relevant securities of Spectris; or

(e)        is party to any Dealing Arrangement in relation to relevant securities of Spectris.

16.       Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement to Spectris Shareholders who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Spectris Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Spectris Shareholders in overseas jurisdictions will be contained in the Scheme Document.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation, or solicitation of an offer, to purchase any securities. Spectris Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been despatched.

17.       Documents available on website

Copies of the following documents will be available promptly on Bidco's and Spectris' websites at https://www.adventinternational.com/company-offer/ and www.spectris.com, respectively by no later than 12 noon on the Business Day following the date of this Announcement, subject to certain restrictions relating to persons residing in Restricted Jurisdictions until the end of the Offer Period:

(a)        this Announcement;

(b)        the Confidentiality Agreement;

(c)        the Clean Team Agreement;

(d)        the Joint Defence Agreement;

(e)        the Co-operation Agreement;

(f)        the irrevocable undertakings described in ‎Appendix 3 to this Announcement;

(g)        the Bid Conduct Agreement;

(h)        the documents relating to the debt financing of the Acquisition;

(i)         the documents relating to the equity funding of the Acquisition by Advent, CPP Investments, and Auba Investment; and

(j)         the consent letters from each of BofA Securities, Barclays, Goldman Sachs, Rothschild & Co, Morgan Stanley and PJT Partners referred to in paragraph ‎19 below.

None of the content of any of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

18.       Reserving the right to proceed by way of a Takeover Offer

Subject to obtaining the consent of the Panel and the terms of the Co-operation Agreement, Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation) the inclusion of an acceptance condition set at a level permitted by the Panel, being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of Spectris, including, for this purpose, any such voting rights attaching to Spectris Shares that are issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

19.       General

The Acquisition will be subject to the Conditions and other terms set out in ‎Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document will be despatched to Spectris Shareholders within 28 days of the date of this Announcement (unless a later date is agreed with the Panel).

In deciding whether or not to vote or procure votes to approve the Scheme at the Court Meeting or to vote or procure votes in favour of the Resolutions relating to the Scheme at the General Meeting in respect of their Spectris Shares, Spectris Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

BofA Securities, Barclays, Goldman Sachs, Rothschild & Co, Morgan Stanley and PJT Partners have each given and not withdrawn their consent to the publication of this Announcement with the inclusion in this Announcement of the references to their names in the form and context in which they appear.

The bases and sources for certain financial information contained in this Announcement are set out in ‎Appendix 2 to this Announcement. Details of irrevocable undertakings received by Bidco and given by the Spectris Directors are set out in ‎Appendix 3 to this Announcement. The details and bases of belief of each of the Spectris Profit Forecasts are contained in Appendix 4. The defined terms used in this Announcement are set out in ‎Appendix 5 to this Announcement.

Enquiries

Slaughter and May is acting as legal adviser to Spectris.

Cleary Gottlieb Steen & Hamilton LLP (M&A) and Weil, Gotshal & Manges (London) LLP (debt and equity financing and antitrust) are acting as legal advisers to Advent and Bidco. Freshfields LLP is acting as legal adviser to CPP Investments.

The person responsible for arranging the release of this Announcement on behalf of Spectris is Rebecca Dunn, Spectris Head of Corporate Affairs.

Important notices relating to financial advisers

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Spectris and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the matters referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Spectris and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the matters referred to in this Announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained in this Announcement or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting exclusively for Spectris and for no one else in connection with the Acquisition and will not be responsible to anyone other than Spectris for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Spectris and no one else in connection with the Acquisition and will not be responsible to anyone other than Spectris for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Spectris securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Advent and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Advent or Bidco for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Morgan Stanley nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with this Announcement or any statement contained herein or otherwise.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial advisor to Advent and Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Advent and Bidco for providing the protections afforded to clients of PJT Partners nor for providing advice in relation to the Acquisition or any matter referred to herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this Announcement, the Acquisition, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, solicitation or invitation to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, purchase issuance or transfer of securities of Spectris in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely through the Scheme Document (and the accompanying Forms of Proxy), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

This Announcement does not constitute a prospectus, prospectus equivalent or a prospectus exempted document.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in, into or from jurisdictions other than the UK and the availability of the Acquisition to Spectris Shareholders who are not resident in the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Spectris Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws or regulations in that jurisdiction. To the fullest extent permitted by applicable law and regulation, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into, from, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) or interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Spectris Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Additional information for U.S. investors

U.S. Spectris Shareholders should note that the Acquisition relates to an offer for the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition is therefore not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to the requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. tender offer rules and regulations.

The financial information with respect to Spectris included in this Announcement and to be included the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

It may be difficult for U.S. Spectris Shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Acquisition, since Spectris and Bidco are each located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. U.S. Spectris Shareholders may not be able to sue Spectris or Bidco, or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Spectris or Bidco and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court for violations of the U.S. securities laws.

The receipt of Cash Consideration pursuant to the Scheme by U.S. Spectris Shareholders as consideration for the transfer of its Spectris Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Spectris Shareholder (including U.S. Spectris Shareholders) is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spectris outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Morgan Stanley (and/or certain of its affiliates) will continue to act as exempt principal traders in Spectris shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Spectris contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Bidco and Spectris about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidco Group, the Spectris Group and the Enlarged Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "prepares", "expects" or "does not expect", "is expected to", "is subject to", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Spectris believe that the expectations reflected in such forward-looking statement are reasonable, Bidco and Spectris can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Bidco and/or Spectris) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the Bidco Group, the Spectris Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market‑related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in the behaviour of other market participants, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital, tax and tariffs), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the European Union, Eurozone instability, the Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated benefits or savings when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the Bidco Group to integrate successfully the Spectris Group's operations and programmes when the Acquisition is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither the Bidco Group nor the Spectris Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation and the DTRs), neither the Bidco Group nor the Spectris Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates or quantified financial benefits statements

Each of the Spectris Profit Forecasts is a profit forecast for the purposes of Rule 28 of the Code. Each of the Spectris Profit Forecasts, and the assumptions and basis of preparation on which each such Spectris Profit Forecast is based, as well as the relevant Spectris Directors' confirmation, in each case, as required by Rule 28.1 of the Code, are set out in Appendix 4 of this Announcement.

Other than the Spectris Profit Forecasts, nothing in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco or Spectris for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for Bidco or Spectris, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Spectris Shareholders, persons with information rights and other relevant persons for the receipt of communications from Spectris may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at https://www.adventinternational.com/company-offer/ and on Spectris' website at www.spectris.com by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

Spectris Shareholders, persons with information rights and participants in the Spectris Share Plans may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting Spectris' registrars, Equiniti, between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on 0371 384 2030 within the United Kingdom or on +44 121 415 7047 from overseas, or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Spectris Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.