This report does not constitute a rating action. Panzani's planned combination with Cerealis has no immediate credit implications. A combined entity would create a diversified European food platform with about €1 billion in revenue. As part of the transaction, Cerealis would acquire Panzani for about €1 billion, which will be funded through a mix of equity and external debt to be raised at Cerealis with no recourse to the Panzani group. We understand Panzani will remain a stand-alone silo within the Cerealis group and its financial debt, which includes a €615 million term loan B and a €100 million revolving credit facility (RCF), will remain in place. The combined entity will be jointly owned by Sofina and the founding families