MPG Ends Consideration of Proposal from Crescent

5 Lady Fisher Place
East Tamaki
Auckland, 2013

PO Box 58 144
Botany
Manukau
Auckland, 2163

P 09 927 3000
F 09 914 3325


Page | 1


NZX.MPG, ASX.MPP

28 February 2025


Metro Glass Ends Consideration of Conditional Proposal from Crescent

As per the company’s announcement of 17 December, Metro Glass directors have been assessing the
conditional proposal from CCP VI Bidco (NZ) Ltd - a company managed by Crescent Capital Partners.
This assessment has included extensive external advice and consultation.

Directors do not believe it is in the best interests of the company or shareholders to further consider or
engage with CCP VI Bidco on its proposal. It is important to note that no formal offer has been
received, rather a conditional proposal.

In summary, directors consider the conditional proposal would be highly unlikely to proceed to an
executable transaction for Metro shareholders, as outlined more fully below:

• Directors believe there are a high level of transaction related risks:

o CCP VI Bidco’s proposal has significant conditions which include due diligence and
finance;

o Preliminarily, a combination of Metro Glass’ and Viridian Glass’ NZ business
operations would appear to offer cost savings. However, an accurate assessment of
potential gains involves considerable uncertainty;

o Even assuming considerable gains could in fact be made from a combination of the
two business, there is no certainty of actually closing a commercial negotiation with
Crescent Capital Partners (as managers of CCP VI Bidco), particularly one that would
result in an attractive risk/return profile for Metro shareholders;

• Having carefully considered the position under the Commerce Act, Directors assess that it is
unlikely that the Commerce Commission would approve a combination of Metro Glass and
Viridian Glass;

• Progressing the proposal to fruition would involve significant time and cost. We expect 4-6
months (at least) for Commerce Commission approval, followed by a potentially lengthy due
diligence and commercial negotiation process;

• Undertaking the process involved in this proposal would involve significant distraction to the
board and management, as well as effectively “pause” other strategic initiatives; and

Page | 2

• The combination of a lengthy and costly process, management and board distraction and
strategic pause would pose material risks to the company and shareholders, including to the
company’s business improvement momentum.

Directors will continue to pursue all valid options whilst executing the plans outlined in previous
announcements. Performance improvement continues at a healthy pace. Based on this, and recent
investor/advisor input, Directors are currently considering accelerating the timing of the capital raise
from that outlined in the company’s announcement on 23 December.

ENDS

For further information please contact:

Simon Bennett – Executive Director: 021 036 8387