THE OFFER IS NOT BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM, THE UNITED STATES, AND IS NOT BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN ("OTHER RESTRICTED JURISDICTIONS"), AND THIS ANNOUNCEMENT AND ALL OTHER DOCUMENTS RELATING TO THE OFFER DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION. NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OTHER RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

28 May 2020: Reference is made to the announcement by Avida Holding AB (publ) ("Avida") on 27 May 2020 (the "Announcement") regarding the restated subscription agreement (the "New Subscription Agreement") entered into by Avida and Eckern Finans Holding AB (formerly known as Aktiebolaget Grundstenen 165954), an investment vehicle controlled by certain funds, clients and accounts ("KKR Funds") managed or advised by KKR Credit Advisors (US) LLC ("KKR Bidco") and FSK Eckern Finans Holding AB (formerly known as Aktiebolaget Grundstenen 165953), an investment vehicle controlled by certain funds, clients and accounts ("FSK Funds") managed or advised by FS/KKR Advisor, LLC ("FSK Bidco", and together with KKR Bidco, "KKR"), and the contemplated private placement of new shares in Avida raising gross proceeds of approximately NOK 236 million with a subscription price of NOK 26.00 per share, directed at KKR (the "New Private Placement").

All terms not defined herein shall have the meaning ascribed to such terms in the Announcement. 

As set out in the Announcement, the previous offer by KKR to acquire shares in Avida announced on 26 February 2020 has been terminated, and KKR will launch a new conditional offer to acquire shares in Avida. IC Financial AS, Andenes Investments S.L. and Midelfart Capital AS, together holding approximately 51% of the outstanding shares in Avida, support the deal and will vote in favor of the New Private Placement and any other resolution required to perfect the New Private Placement at the extraordinary general meeting of Avida to be held on 12 June 2020 (i.e. on the same date as the annual general meeting of Avida) (the "EGM").

Following the above, KKR hereby launches a new conditional offer to acquire shares in Avida (the "New Offer") for a new offer price of NOK 26.00 per share, payable in cash (the "New Offer Price"). The New Offer will be directed to all shareholders in Avida except for (i) shareholders who are resident in the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or in any other jurisdiction in which it is unlawful for any person to receive or accept the New Offer or where the New Offer would require any filing, registration or similar action, as well as (ii) Andenes Investments S.L. and Midelfart Capital AS who both have agreed that they will not accept the New Offer (the "Eligible Shareholders"). DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and receiving agent in connection with the New Offer (the "Receiving Agent").

IC Financial AS has provided an irrevocable pre-acceptance of the New Offer for the sale of its 13,376,563 shares, equivalent to approximately 21.76% of the outstanding share capital in Avida.

The Avida shares are quoted on the Norwegian OTC market, a non-regulated information system for unlisted shares owned and operated by Oslo Børs ASA. As such, the New Offer is not regulated by the Norwegian Securities Trading Act and the New Offer has not been approved by Oslo Børs or any other regulatory body.

The New Offer Price is equal to the Subscription Price in the New Private Placement. The New Offer values the total share capital of Avida (prior to completion of the New Private Placement) at approximately NOK 1.598 billion on a fully diluted basis. No interest compensation will be paid to the Avida shareholders under the New Offer, including for the period from the expiry of the Acceptance Period (as defined below) until the settlement date. KKR does not own any shares or other financial instruments in Avida as of the date of this New Offer. 

The completion of the New Offer is subject to satisfaction, or waiver by each of KKR Bidco and FSK Bidco acting in their sole discretion, on or before 26 November 2020 at 16:30 CET (the "Longstop Date"), of the same conditions as for the New Private Placement as set out in the New Subscription Agreement (the "Conditions"), including that:

i)	the Swedish Financial Supervisory Authority (the "SFSA"), has determined that, to the extent applicable (a) any companies in the holding structure from KKR Bidco and FSK Bidco up to, and including, the KKR Funds and the FSK Funds, respectively, are suitable as shareholders in Avida (and indirectly in Avida Finans AB (publ)); and (b) any persons in managerial positions in the holding structure from KKR Bidco and FSK Bidco up to, and including, the KKR Funds and the FSK Funds, respectively, and directors nominated by KKR to the board of directors of Avida are suitable for such managerial positions, both on terms in accordance with the Conditions specified in the New Subscription Agreement; 
ii)	all corporate resolutions and actions by the Avida board and the EGM that are required under applicable law, organizational documents or otherwise to give effect to the transactions contemplated pursuant to the New Subscription Agreement have been passed and taken, respectively (including, without limitation, such other corporate resolutions and actions by the Avida board and the EGM to effect the transactions contemplated thereunder, including the New Private Placement);
iii)	Avida has notified the SFSA in the event of any additional issuance of shares carried out prior to or upon completion of the New Private Placement at a price per share not lower than the Subscription Price in the New Private Placement (corresponding to an aggregate subscription amount of up to NOK 55 million), in accordance with Chapter 3, Section 5 of the SFSA's regulations regarding prudential requirements and capital buffers (FFFS 2014:12);
iv)	KKR, Andenes Investments S.L. and Midelfart Capital AS have entered into a shareholders' agreement pertaining to their shareholdings in Avida; and that
v)	the New Subscription Agreement has not been terminated.

The New Offer is effective immediately and will be open for acceptance until 11 June 2020 at 16:30 CET, provided that the acceptance period may be extended, at any time and one or several times, at the sole discretion of each of KKR Bidco and FSK Bidco (the "Acceptance Period"). Acceptances of the New Offer are irrevocable, and may not be withdrawn, in whole or in part. As the previous offer announced on 26 February 2020 is terminated, all shareholders who wish to accept the New Offer must complete and return the acceptance form attached to the offer letter sent to Eligible Shareholders as of the date of this announcement (the "New Offer Letter").

Upon satisfaction or waiver of the Conditions, settlement of the New Offer will take place within 15 business days. If KKR has not publicly announced that the Conditions are met or waived by the Longstop Date, the New Offer will lapse and any tendered Avida shares will be released without further compensation to the shareholder.

All shares tendered in the New Offer are to be transferred free of any encumbrances and any other third party rights whatsoever and with all shareholder rights attached to them. By accepting the New Offer, Eligible Shareholders irrevocably authorise the Receiving Agent to (i) debit such accepting shareholder's VPS account, and to transfer the shares to KKR against payment of the New Offer Price upon completion of the New Offer, and (ii) block the shares to which the acceptance relates. KKR Bidco and FSK Bidco will decide on the allocation between them of the shares sold in the New Offer prior to settlement of the New Offer.

Each Eligible Shareholder accepting the New Offer is responsible for any tax liability arising as a result of the settlement and any related advisory costs.

The Eligible Shareholders will together with the New Offer Letter, receive an acceptance form for any sale of shares under the New Offer. Sellers of Avida shares are asked to correctly complete, sign and return the acceptance form by e mail, mail or hand to the Receiving Agent before the expiry of the Acceptance Period. Kindly note that it is not sufficient to send the acceptance form by regular mail on the last day of the Acceptance Period. Acceptance forms shall be returned to:

DNB Markets, a part of DNB Bank ASA
Dronning Eufemias gate 30, P.O. Box 1600 Sentrum
0021 Oslo, Norway
E-mail: Retail@dnb.no

The acceptance form is available at www.dnb.no/emisjoner/ 

Confirmation of receipt of acceptance forms or other documents will not be issued by or on behalf of KKR.

The New Offer is subject to Norwegian law. Any dispute arising out of or in connection with this New Offer shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue.


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THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY THE USE OF E MAIL, MAIL OR ANY OTHER MEANS OR INSTRUMENTALITY (INCLUDING, BUT NOT LIMITED TO, FACSIMILE OR OTHER ELECTRONIC TRANSMISSION OR TELEPHONE) OF INTERSTATE COMMERCE, OR OF ANY FACILITY OF A NATIONAL, STATE OR OTHER SECURITIES EXCHANGE, OF THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AND NO PERSON MAY ACCEPT THE OFFER BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITIES. IN ADDITION, THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY OF THE OTHER RESTRICTED JURISDICTIONS, AND NO PERSON MAY ACCEPT THE OFFER FROM ANY SUCH OTHER RESTRICTED JURISDICTION. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS RELATING TO THE OFFER MUST NOT, DIRECTLY OR INDIRECTLY, BE MAILED OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN OR INTO OR FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION, AND PERSONS RECEIVING COPIES OF THIS ANNOUNCEMENT OR SUCH OTHER DOCUMENTS OR OTHERWISE LEARNING OF THE OFFER (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND COPIES OF THIS ANNOUNCEMENT OR SUCH OTHER DOCUMENTS IN OR INTO OR FROM THE UNITED STATES. FORMS OF ACCEPTANCE MAILED FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION WILL NOT BE ACCEPTED, AND ACCEPTANCES INDICATING AN ADDRESS OR BANK ACCOUNT IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION WILL SIMILARLY NOT BE ACCEPTED.