HALLITE SEALS AUSTRALIA PTY LIMITED

Michelin - Flexitallic

The Michelin Group is a multinational tyre manufacturer and distributor headquartered in Clermont-Ferrand in the Auvergne-Rhône-Alpes region of France. The Michelin Group is the owner of UK-based Fenner PLC, which includes Fenner America, Inc. Fenner is a manufacturer of engineered products, specifically conveyor solutions and polymer products. Globally, the Michelin Group's activities fall into tyres, polymer composite solutions, data and AI based services for professional mobility and transport operators, and the provision of curated travel, dining and hospitality guides in printed and digital format (including the Michelin Guide). As part of the Michelin Group's polymer composite solutions, it manufactures and sells hydraulic seals that are engineered for dynamic sealing applications (i.e. the sealing between moving parts such as pistons and rods). Customers in this area are predominantly hydraulic related, with products being used in the manufacture and repair of hydraulic cylinders across a range of industries. Flexitallic is a global manufacturer and supplier of high-performance sealing solutions that are engineered for static sealing applications (i.e. the sealing between stationary parts such as flanged pipe joints and similar joints that do not move or rotate), specifically spiral wound gaskets, flat gaskets and related materials. Flexitallic's products are used in stationary pipeline connections and joints unrelated to cylinders. Flexitallic is headquartered in Paris, France, and has a large global network. Flexitallic established a local presence through the acquisition of Novus Sealing in 2022. In Australia, Flexitallic focuses on serving the oil and gas, mining, petrochemical, and power generation industries. Michelin is proposing to acquire 100% of the issued shares in Flexitallic through two steps: First, Fenner America, Inc. will acquire 100% of the shares in FGI Acquisition Corp. from The Flexitallic Group SAS. Second, Compagnie Financiere Michelin SAS will acquire 100% of the shares in the The Flexitallic Group SAS from Flexitallic, S.à r.l., the parent of the The Flexitallic Group SAS. Together, these steps will result in Michelin acquiring full ownership of the Flexitallic.