Cameco Corp. (TSX:CCO) agreed to acquire NUKEM Energy GmbH from Advent International Corporation for $300 million on May 12, 2012. Cameco will assume Nukem's net debt of $164 million and pay $136 million. Advent will also receive a part of the future proceeds of Nukem Energy. Under the earn-out provisions in the agreement, Cameco will pay Advent a share of NUKEM's 2012 earnings. The earn-out payment will be calculated based on NUKEM's 2012 audited financial statements. The maximum earn out amount is expected to be $15 million. In 2011, NUKEM Energy had a turnover of $677.21 million (€523 million). After closing, Nukem will continue to operate as an independent company. The transaction requires the approval from the relevant regulatory authorities. The acquisition is expected to have a positive impact on Cameco's earnings starting in 2013. The deal includes provisions to provide Advent with a share of Nukem's earnings until the end of 2014. In the event of termination of transaction Cameco will be required to pay a termination fee of $3 million.

The acquisition is subject to approval by German Federal Ministry of Economics and Technology. As on June 22, 2012, Federal Trade Commission has granted early clearance of antitrust concerns under the HSR Act. The transaction received all regulatory approvals on January 9, 2013.

Stephen Vaughan, Walter Cammann, Stefan Brimson, Amy Gunning, Martin Adam and Gregor Grassmair of Rothschild North America Inc. acted as financial advisor for Advent International Corporation. Deutsche Bank AG acted as financial advisor to Cameco Corp. Karsten Schmidt-Hern, Matthias Scheifele, Nikolaus Vieten, Christian Hoefs, Alf-Henrik Bischke, Thomas Schmidt-Kötters, Jürgen Nosky, Maximilian Clostermeyer, Björn Bork, Martin Mohr, Julia Schamarek, Alexander Zapf, Eckbert Müller and Sebastian Brack of Hengeler Mueller acted as legal advisors to Cameco. Stephanie Hundertmark, Mario Hüther, Adalbert Rödding, Michael Menz, Frank Röhling, Dominik Rompza, Marcus Wandrey, Franziska Bühring and Maren Tamke of Freshfields Bruckhaus Deringer LLP acted as legal advisors to Advent International Corporation. The financial has been converted from www.oanda.com as of December 31, 2011. Frederic Rich of Sullivan & Cromwell LLP acted as legal advisor for Cameco Corp.

Cameco Corp. (TSX:CCO) completed the acquisition of NUKEM Energy GmbH from Advent International Corporation for approximately $160 million on January 9, 2013. Cameco paid a cash consideration of $140 million, assumed liabilities of $111 million. Cameco will also pay earn-out of maximum up to $5 million based NUKEM exceeding certain minimum threshold levels of EBITDA.