Delphi Holdings Luxembourg S.a.r.l. along with the Kyriacopoulos family entered into exclusive discussions to acquire the remaining 38.74% stake in S&B Industrial Minerals SA (ATSE:ARBA) from SCR-Sibelco NV and others for approximately €120 million on January 24, 2013. Under the terms, investors have launched an offer for the remaining 19.84 million shares at €5.8 per share. Delphi Holdings is acting in concert with the majority shareholders constituting Ulysses Kyriacopoulos, family members and Orymil S.A., entity controlled by them. Prior to the transaction, Kyriacopoulos family directly & indirectly holds approximately 31.36 million shares and voting rights, representing 61.26% of the share capital and voting rights in S&B Industrial Minerals SA.

On December 17, 2012 SCR Sibelco N.V. executed an undertaking in favour of the offeror pursuant to which, Sibelco has undertaken (i) to tender in the tender offer its total shareholding in S&B, i.e. 10.2 million tender offer shares amounting to 19.9% of the paid up share capital as of the date hereof and (ii) not to sell such shares, accept or vote in favour of any offer, merger or similar transaction which is in competition with the tender offer or enter into discussions or negotiations with respect to any competing transaction. The same above under (ii) undertakings apply as between the major shareholders and the offeror. As on January 30, 2013 Delphi Holdings launched the tender offer through an execution of deed. The offeror intends, subject to any applicable antitrust laws, to purchase additional shares from the market (on or off the exchange), apart from those offered pursuant to the tender offer, from the date of the publication of the tender offer until the end of the acceptance period. If the offeror together with the concerted parties reach the squeeze out threshold, being at least 90% of the total voting rights in S&B, the offeror shall exercise within the stipulated three month deadline from the end of the acceptance period and at the offer price the squeeze out right in relation to the tender offer shares of the shareholders that have not accepted the tender offer. After the exercise of the squeeze-out right, the concerted parties intend to convene a general meeting of the shareholders of S&B to approve the delisting of S&B's shares from the Athens Stock Exchange. The deal is subject to anti-trust approvals in Greece, Germany and the Ukraine. The offer was approved by the Hellenic Capital Markets Commission in April 2013. The deal has been recommended by Board of Directors of S&B Industrial Minerals SA.

Eurobank Equities Investment Firm S.A and UBS Limited acted as brokers to Delphi in the tender offer. Tim Wilmot, Alastair Chapman, Richard Johnson and Francesco Leonetti of Freshfields Bruckhaus Deringer LLP acted as legal advisors for Kyriacopoulos family. Nick Adams, Elena Tsohou, Dan Jarman, Rosalind Fox, Kirsten Anderson, Lance Jones, Jaycen Liao, Felicity Brown, Mark Jones, Celine Fang, Dominic Stuttaford, Tom Vita, Alexandros Pavlopoulos, Nikos Anagnostopoulos, Charalampos Kondis, Lily Papakyriaki, Dimitris Assimakis, Minas Kitsilis, Christian Filippitsch, Dan Wellington and Alan Aronson of Norton Rose LLP acted as legal advisors to Rhône Capital, the parent company of Delphi Holdings Luxembourg. Jonny Myers, Lee Coney and Tom Evans of Clifford Chance LLP acted as the legal advisors to UBS AG. Christophe Jalinot and Piotr Mietkowski of BNP Paribas Corporate Finance acted as exclusive financial advisors to the Board of S&B Industrial Minerals and also acted as fairness opinion provider to the Board of Directors of S&B Industrial Minerals in relation to the transaction.