• AIH submits non-binding indicative offer to acquire all MCE shares for $0.40 cash per share
• Exclusivity Deed grants AIH opportunity to negotiate binding terms with MCE until 28 April 2026
• Proposed Transaction is a key part of AIH's strategy to build a market leading technical buoyancy and subsea ancillaries platform

Advanced Innergy Holdings Limited (ASX:AIH) has announced that it has entered into an exclusivity deed with Matrix Composites & Engineering Ltd (ASX: MCE) following the submission of a non-binding indicative offer (NBIO) to acquire all of the ordinary MCE shares on issue for $0.40 cash per MCE share by way of a scheme of arrangement (Proposed Transaction). The Exclusivity Deed grants AIH the opportunity to negotiate and agree binding terms with MCE on an exclusive basis until 28 April 2026 (or such later date as the parties agree in writing). The Exclusivity Deed contains customary exclusivity restrictions on MCE, including 'no shop', 'no talk' and 'no due diligence' and 'notification' obligations. The Exclusivity Deed also provides AIH with a matching right should a competing proposal to acquire MCE arise. The Proposed Transaction is a key part of AIH's strategy to build a market leading technical buoyancy and subsea ancillaries platform and establish its manufacturing presence in the Asia-Pacific region. The Proposed Transaction is non-binding at this stage and remains subject to the agreement of binding documentation as well as final approval of the AIH Board.