The merger operation consists of the acquisition, by Jacar Innova Gestión, S.L., a special purpose vehicle established by the Portobello Fund V, managed and represented by Portobello Capital Gestión, S.G.E.I.C., S.A. (“Portobello”), of exclusive control over the companies that comprise the JBM Group, in particular over its Portuguese subsidiary, JBM Portugal, Unipessoal, Lda. (“JBM Group”).