NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA ORJAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Høvik,26 September 2022 :Visma Norge Holding AS , a wholly owned subsidiary ofVisma AS ("Visma " or the "Offeror") andHouse of Control Group AS ("House of Control " or the "Company") hereby announce thatVisma contemplates launching a voluntary cash offer to acquire all outstanding shares ofHouse of Control at a price ofNOK 11.20 per share (the "Offer"). The Board of Directors (The "Board") ofHouse of Control has unanimously decided to recommend the shareholders of the Company to accept the Offer. The Offer is a result of a strategic process conducted by theBoard of House of Control in consultation withABG Sundal Collier ASA andPareto Securities AS , withVisma proving to be the most attractive and preferred buyer. As further described below, the Offeror andHouse of Control have entered into a transaction agreement (the "Transaction Agreement") regarding the Offer, and the Board has unanimously resolved that it will recommend the Offer. The Offeror has received irrevocable pre-commitments to accept the Offer from Viking Venture AS,Luxor Capital Group LP , Bjørk Invest AS, Dunvik AS (CEOLasse Sten ), NikFan AS (CFOCarl Fabian Flaaten ), FIWE AS and Akkar Invest AS, representing in total 33.84% of the issued share capital ofHouse of Control . Except as further detailed below, the pre-acceptances may not be withdrawn irrespective of whether a competing offer is made. The offer price ofNOK 11.20 per share (the "Offer Price ") values the total share capital of the Company at a market capitalization of approximatelyNOK 689 million on a fully diluted basis. The Offer Price represents: - 58% above the 30-day volume weighted average price ofNOK 7.1026 ending23 September 2022 ; - 65% above the 90-day volume weighted average price ofNOK 6.7762 ending23 September 2022 ; and - 60% above theHouse of Control closing price ofNOK 7.0000 on23 September 2022 . Merete Hverven, CEO ofVisma , comments: "House of Control delivers mission critical SaaS-solutions that are highly complementary to our existing offerings, and we are very excited about this opportunity to invite them into theVisma family. We are already a satisfied customer and impressed with the unique competence of its employees and management team. We would like to keepHouse of Control as a distinct operating entity within theVisma Group , linking it to the relevant entities within our own ecosystem - while maintaining the unique drive and culture of the company."Lasse Sten , CEO ofHouse of Control , comments: "House of Control's mission is to keep CFOs in control, enabling them to cut costs, save time, reduce risk, and improve compliance. We have created great products that are used every day across the Nordics and being acquired byVisma is a testament to what our organisation has built. We look forward to the opportunity to continue to grow and buildHouse of Control together withVisma . Their unique position, experience and expertise makes them an ideal partner for us to continue our profitable growth journey." About the Offeror:Visma is a leading provider of mission-critical business software for a more efficient and resilient society. By simplifying and automating the work of companies and organisations of all sizes,Visma aims to improve people's everyday lives.Visma currently has 15,000 employees, over 1.3 million customers across the Nordics, Benelux, Central andEastern Europe andLatin America , generating revenues ofEUR 2.1 billion in 2021. About the Offer: - The Offer Price ofNOK 11.20 will be settled in cash; - The Offeror expects to launch the Offer within the end ofSeptember 2022 with an acceptance period of four weeks (subject to extension); - The completion of the Offer will be subject to satisfaction of certain customary conditions, including, but not limited to, - that the Offeror obtains (i) a minimum acceptance level of 90% of the share capital ofHouse of Control (on a fully diluted basis) and (ii) relevant regulatory approvals; - that theBoard of House of Control shall not have amended, modified or withdrawn its recommendation of the Offer; and - that no material adverse change and no material breach of the Transaction Agreement byHouse of Control have occurred. The Offer will not contain any conditions as to financing or due diligence. The complete details of the Offer, including all terms and conditions, will be included in the offer document (the "Offer Document") to be sent to the Company's shareholders. The offer period (the "Offer Period") is expected to commence no later than 30 September and continue for a period of 4 weeks, subject to any extensions. The Offeror must publicly announce that the conditions for completion of the Offer relating to minimum acceptance and regulatory approval have been satisfied or waived at the latest at16:30 CET on23 May 2023 unless otherwise agreed between the Company and the Offeror. Shareholders are urged to read the Offer Document when it becomes available as it will contain important information, including the unanimous recommendation from theBoard of House of Control. As part of the transaction agreement with the Offeror, theBoard of House of Control has, subject to customary conditions, undertaken to only amend, qualify or withdraw its recommendation of the Offer if a competing offer is made, and the Board of the Company, acting in good faith and taking into account all aspects of such offer, considers it to be more favourable to the shareholders ofHouse of Control , and the Offeror has not matched the superior offer within five business days. The above-mentioned pre-acceptances of certain shareholders will remain binding and cannot be withdrawn under any circumstances, including but not limited to (a) the announcement of a competing offer for the Shares at a higher offer price than the Offer or (b) the withdrawal by the board of directors of the Company of its recommendation of the Offer, except if (i) the offer period is not commenced on or prior to7 October 2022 , or (ii) the Offeror has not, on or prior to16:30 CEST on23 May 2023 publicly announced that the conditions for closing of the Offer relating to minimum acceptance and regulatory approval have been satisfied or waived by the Offeror, unlessHouse of Control and the Offeror have agreed to extend such date to a later date (in which event such later date will apply). This notification does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of the Offer Document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction. The Offeror intends to make a compulsory acquisition of the remaining shares inHouse of Control upon acquiring more than 90% of the shares inHouse of Control under the Offer. Further, subject to the outcome of the Offer, the Offeror intends to propose to the general meeting ofHouse of Control that an application is filed with theOslo Stock Exchange to de-list the shares ofHouse of Control from Euronext Growth Oslo. Background and strategic rationale: The primary vision ofVisma is to create leading efficiency enhancing products to companies in its defined markets. An important part ofVisma's strategy has always been business critical software with a high degree of compliance.House of Control as a generic mid-market / enterprise product and its ability to go across borders with a very strong sales culture adds a unique possibility in allVisma markets.Visma sees a partnership withHouse of Control as a highly strategic opportunity to expand onVisma's overall strategy.Visma is further impressed by the entrepreneurial drive inHouse of Control and the overall plan is to letHouse of Control continue as a distinct business unit withinVisma .Visma andHouse of Control are highly excited about the potential transaction and believe that the transaction, if completed, will contribute to the long-term growth and success of both businesses. Advisors: Danske Bank Norwegian Branch is acting as financial advisor and receiving agent andAdvokatfirmaet Wiersholm AS is acting as legal advisor toVisma .ABG Sundal Collier ASA andPareto Securities AS are acting as financial advisors andAdvokatfirmaet Thommessen AS is acting as legal advisor toHouse of Control . For further information, please contact:Jostein Vik , Chairman of the Board ofHouse of Control Group AS Telephone : +47 92 22 23 92 Email: jostein.vik@vikingventure.comCarl Fabian Flaaten , CFO ofHouse of Control Group AS Telephone : +47 90 04 31 84 Email: carlfabian@houseofcontrol.no Lage Bøhren, Head of Communication atVisma AS Telephone: +47 92 15 78 01 Email: lage.bohren@visma.com Sindre Talleraas Holen, Head of M&A atVisma AS Telephone: +47 93 05 94 69 Email: sindre.talleraas.holen@visma.com AboutHouse of Control :House of Control Group is a tech company that develops software as a service (SaaS) solutions for contract management and IFRS 16 compliance. The CFO and the finance departments of medium-sized and large companies are the main target groups, and the group's software helps them improve financial and operational management. Private and public enterprises use the software to manage contracts and assets, communicate with suppliers, and get a faster overview over their business via dashboards. The CFO toolkit contributes to at least four important tasks: Cut costs, save time, reduce risk, and improve compliance - all key ingredients of a better working finance department.House of Control's strong revenue growth is supported by a unique salesforce, with recurring revenues accounting for approximately 95 per cent of total sales. Important notice: This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication byCarl Fabian Flaaten , CFO, on behalf of the Company on26 September 2022 at08:00 CEST . 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 Offeror andHouse of Control 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 contains 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 ofHouse of Control or the Offeror 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.
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