MRCEL: Compulsory acquisition of shares in Mercell Holding ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement made on 8 August 2022 regarding completion of the recommended voluntary cash offer (the "Offer") made by Spring Bidco (Norway) AS ("Spring Bidco (Norway)") to acquire all the shares in Mercell Holding ASA ("Mercell") and the contemplated compulsory acquisition of remaining shares in Mercell. Following completion and settlement of the Offer, Spring Bidco (Norway) has acquired and holds a total of 483,289,024 shares in Mercell, equivalent to approximately 96.1% of the shares and voting rights in Mercell on a fully diluted basis.

The board of directors of Spring Bidco (Norway) has, effective from after close of trading on Oslo Børs today, 11 August 2022, resolved to carry out a compulsory acquisition of all remaining shares in Mercell not owned by Spring Bidco (Norway), pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act cf. section 6-22 of the Norwegian Securities Trading Act. As a consequence, Spring Bidco (Norway) has assumed ownership to all shares in Mercell. The offered redemption price under the compulsory acquisition is NOK 6.30 per share in Mercell, equal to the offer price per share in the completed Offer.

Settlement of the redemption price to the former minority shareholders will take place no later than 17 August 2022. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw. Brønnøysundregistrene).

Spring Bidco (Norway) has obtained a guarantee for the settlement of the aggregate redemption price under the compulsory acquisition in accordance with section 6-22 (3) no. 3 of the Norwegian Securities Trading Act. Any objections to, or rejection of, the offered redemption price must be made at the latest by 23:59 hours (CEST) on 11 October 2022. Former shareholders of Mercell who do not object to, or reject, the offered redemption price within this deadline will be deemed to have accepted the offered redemption price.

As a consequence of the compulsory acquisition, Spring Bidco (Norway) will pursue a delisting of Mercell's shares from Oslo Børs and separate stock exchange announcements will be published regarding the timing for such delisting. About Spring Bidco (Norway):

Spring Bidco (Norway) AS is a private limited liability company formed and registered pursuant to Norwegian law, and indirectly wholly owned by funds advised or managed by Thoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more than USD 114 billion in assets under management as of 31 March 2022. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing over USD 190 billion in enterprise value.

Advisors:
Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial advisor to Spring Bidco (Norway) and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors to Spring Bidco (Norway) and Thoma Bravo.

ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and Advokatfirmaet Thommessen AS as legal advisor to Mercell.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. Spring Bidco (Norway) and Mercell assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This release may contain certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Mercell or Spring Bidco (Norway) are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.

Read the release on the NewsWeb website here.