Decision Nº M/18/098 from Competition and Consumer Protection Commission,

• Jurisdiction: Ireland
• Court: Commissioner for Environmental Information
• Decision Number: M/18/098
• Parties: Ontario Teachers' Pension Plan,Giraffe Childcare

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Merger Notification No. M/18/098 – Eagle Target Ireland (OTPP) / Giraffe Childcar e

DETERMINATION OF MERGER NOTIFICATION M/18/098 –

EAGLE TARGET IRELAND (OTPP) / GIRAFFE CHILDCARE

Section 21 of the Competition Act 2002

Proposed acquisition by Eagle Target Ireland Holdings Limited of 100% of the

issued share capital of Giraffe Childcare Unlimited Company

Dated 17 January 2019

Introduction

1. On 21 December 2018, in accordance with section 18(1)(a) of the Competition Act 2002,

as amended (the “Act”), the Competition and Consumer Protection Commission (the

“Commission”) received a notification of a proposed acquisition whereby Eagle Target

Ireland Ho ldings L imited (“Eagle Target”), a newly incorporated entity which is

ultimately controlled by the Ontario Teachers’ Pension Plan (“OTPP”), would acquire

100% of the issued share capital of Giraffe Childcare Unlimited Company (“Giraffe”) (the

“Proposed Transaction”).

The Proposed Transaction

2. The Proposed Transaction is to be implemented pursuant to a share purchase

agreement (the “Share Purchase Agreement”) dated 19 December 2018 between

Yokota Unlimited, the legal and beneficial owner of Giraffe, Eagle Target and the

ultimate shareholders of Yokota Unlimited.

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3. Under the terms of the Share Purchase Agreement, Eagle Target will purchase the entire

issued share capital of Giraffe from Yokota Unlimited and its ultimate shareholders. As

such, following the implementation of the Proposed Transaction, Eagle Target will have

sole control of Giraffe.

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The ultimate shareholders of Yokota Unlimited are listed as: Simon Dowling, Tony Kilduff, Tony McCormack, Mary Ann McCormack

and Verawal Limited.