Notice Regarding Acquisition of Cleaver-Brooks

This document has been translated from the Japanese original, just an overview for reference purposes only.
In the event
of any discrepancy between this translated document and the Japanese original, the original shall prevail. MIURA CO.,
LTD. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the
translation.
March 29, 2024
Company Name MIURA CO., LTD.

Name of Representative President & CEO
Daisuke Miyauchi
(Code Number: 6005 Tokyo Stock
Exchange Prime)
Notice regarding Acquisition of Cleaver-Brooks, Inc.
We hereby announce that at the Board of Directors meeting held today, the Company resolved to acquire The Cleaver-
Brooks Company, Inc. (hereinafter referred to as “Cleaver-Brooks”) (hereinafter referred to as the “Acquisition”) and to enter
into the following definitive agreement regarding the Acquisition, effective March 29, 2024. Pursuant to the definitive
agreement among Miura International Americas, Inc. (hereinafter referred to as “MIA”), a subsidiary of the Company in the
United States, its subsidiary SPC, CBE Enterprises, Inc. (hereinafter referred to as “CBE ENTERPRISES”), the ultimate
parent company of Cleaver-Brooks, and Harbour Group VIII Management Co., L.L.C. (hereinafter referred to as the “Seller”),
the seller, the Acquisition is expected to be completed by the first half of the fiscal year ending March 31, 2025, subject to
approval of the merger at the meeting of shareholders of CBE ENTERPRISES, regulatory approvals, etc.
1．Reason for Acquisition of Shares

In addition to energy-efficient utilization technology and water treatment technology, we have created safe and high-quality
products and services with our unique technological capabilities in business fields centered on environmental-related
technologies. Based on our management philosophy of “Helping customers all over the world in energy conservation and
environmental preservation,” we have been striving to grow as a global company.
We have decided to acquire Cleaver-Brooks. Cleaver-Brooks manufactures, sells, maintains, and engineers small to large
boilers, and has a strong business foundation in the United States.
The business environment of the boiler industry in the United States has been steady due to the movement of returning
manufacturing bases to the United States to stabilize the supply chain, high interest in sustainability, and the expansion of
government subsidies, including the Infrastructure Investment and Employment Act. As a result, the market size of industrial
boilers in the United States has been continuously expanding.
Through this transaction, in addition to the business of Miura America Co., Ltd. (a subsidiary of MIA), which is already
enaged in once-through steam boiler business, maintenance and boiler water treatment business in the United States, we will
acquire the manufacturing, sales and engineering business of a wide range of steam and hot water-related equipment of
Cleaver-Brooks and utilize the sales and maintenance service network of both companies. In this way, we will accelerate the
expansion of our total solutions for energy conservation and environmental preservation in the United States and develop our
business while expanding our contribution to the marketplace based on our philosophy.
1
2．Method of Acquisition of Shares
The Acquisition will be executed through a merger of BLUE MILE, INC. (the “Merger Sub”), a wholly-owned subsidiary
that MIA will establish for the Acquisition, and CBE ENTERPRISES (the reverse triangular merger). The surviving company
after the merger will be CBE ENTERPRISES, and cash consideration will be provided to the shareholders of CBE
ENTERPRISES as consideration for the merger, while the Merger Sub owned by MIA will be absorbed by CBE
ENTERPRISES and dissolved, and the surviving company will become a wholly owned subsidiary of MIA.
The Acquisition is subject to approval of the merger at the meeting of shareholders of CBE ENTERPRISES, obtaining the
necessary approvals from the relevant authority and the fulfillment of other conditions set forth in the merger agreement.
3．Schedule
Date of Resolution of the
(1) March 29, 2024 (Japan time)
Board of Directors
(2) Signing Date March 29, 2024 (Japan time)
Date of the Meeting of
Shareholders of CBE
(3) First half of the fiscal year ending March 31, 2025 (planned)
ENTERPRISES to
Approve the Merger
(4) Date of Acquisition First half of the fiscal year ending March 2025 (planned)
(NOTE) The Acquisition is subject to approval of the merger at the meeting of shareholders of CBE ENTERPRISES,
obtaining the necessary approvals from the relevant authority and the fulfillment of other conditions set forth in the merger
agreement.
End.

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This document has been translated from the Japanese original, just an overview for reference purposes only.

March 29, 2024

Company Name MIURA CO., LTD.

Notice regarding Acquisition of Cleaver-Brooks, Inc.

1．Reason for Acquisition of Shares

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