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2026-05-04 08:13:51
Reference is made to the stock exchange announcement published on 15 April 2026
regarding the launch of a voluntary cash offer to acquire all issued and
outstanding shares (the "Shares") in Zalaris ASA (the "Company") by Kona BidCo
AS (the "Offeror") at a price of NOK 100 per Share, except for Shares owned by
the Rollover Shareholders (as defined in the offer document (the "Offer
Document") dated 15 April 2026) and the Company (the "Offer").
At the time of this announcement, and subject to customary verification of
acceptances received, the Offeror has received acceptances under the Offer for
14,795,206 Shares, which, when taken together with the Shares committed to be
transferred to the Offeror referred to above, represent approximately 66.84% of
the issued and outstanding share capital and voting rights of the Company.
Accordingly, subject to completion of the Offer, the Offeror will become the
owner of these Shares and the Offeror has crossed the 2/3 notification threshold
pursuant to Section 4-2 of the Norwegian Securities Trading Act.
As announced on 16 April 2026, the closing relating to regulatory approvals has
been satisfied. Completion of the Offer remains subject to the other closing
conditions set out in the Offer Document.
The full terms and conditions of the Offer, including procedures for how to
accept the Offer, are set out in the Offer Document.
The Offer may only be accepted on the basis of the Offer Document. Subject to
regulatory restrictions in certain jurisdictions, the Offer Document is also
available at the following webpage: https://www.arctic.com/offerings
Advisors
Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Arctic
Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Company, while ABG Sundal
Collier is acting as financial advisor to the Company.
Contacts
Hans-Petter Mellerud, CEO
Tel: +47 928 97 276
E-mail: hans-petter.mellerud@zalaris.com
Gunnar Manum, CFO
Tel: +47 951 79 190
E-mail: gunnar.manum@zalaris.com
Norvestor and the Offeror
Fredrik Gyllenhammar Raaum, Partner, Norvestor Advisory
Tel.: +47 93 03 28 46
Email: fgy@norvestor.com
This information is subject to the disclosure requirements according to section
4-2 of the Norwegian Securities Trading Act.
* * *
IMPORTANT INFORMATION
The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer and
the distribution of this announcement and other information in connection with
the Offer may be restricted by law in certain jurisdictions. The Offer Document
and related acceptance forms will not and may not be distributed, forwarded or
transmitted into or within any jurisdiction where it is prohibited by applicable
law, including, without limitation Canada, Australia, New Zealand, South Africa,
Hong Kong, Japan, or any other jurisdiction in which it would be unlawful. The
Offeror does not assume any responsibility in the event there is a violation by
any person of such restrictions. Persons in the United States should review
"Notice to U.S. Holders" below. Persons who access this announcement or such
other information should come are required to inform themselves about and to
observe any such restrictions.
This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken in Norway.
FORWARD-LOOKING STATEMENTS
This announcement, oral statements made regarding the acquisition contemplated
by the transaction agreement (the "Acquisition") or the Offer, and other
information published by the Company, Norvestor or the Offeror, contain certain
information and statements that may constitute "forward-looking information" or
"forward-looking statements" under applicable securities legislation
("forward-looking statements"). Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
use of words such as "will", "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates", "aims", "targets" or "believes", or variations of, or
the negatives of, such words and phrases or state that certain actions, events
or results "may", "could", "would", "should", "might" or "will" be taken, occur
or be achieved. Inherent in forward-looking statements are risks, uncertainties
and other factors beyond the Company's, Norvestor's and/or the Offeror's ability
to predict or control.
All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Acquisition,
including timing for launch and completion of the Offer