MRCEL: Completion of voluntary cash offer to acquire all shares in Mercell Holding ASA and contemplated compulsory acquisition

MRCEL: Completion of voluntary cash offer to acquire all shares in Mercell
Holding ASA and contemplated compulsory acquisition 

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 announcement dated 3 August 2022 in which Spring Bidco
(Norway) AS (the "Offeror") announced the preliminary result of the recommended
voluntary cash offer (the "Offer") to acquire all shares in Mercell Holding ASA
("Mercell") against a cash consideration of NOK 6.30 per share (the "Offer
Price") and the fulfilment of the conditions for closing of the Offer. Reference
is also made to the offer document for the Offer dated 10 June 2022 (the "Offer
Document").

The Offeror hereby announces that settlement of the Offer has been made in
accordance with section 4.9 ("Settlement") of the Offer Document. Following the
settlement and as of today, the Offeror holds in total 483,289,024 shares in
Mercell, equalling approximately 96.1% of the outstanding shares and votes of
Mercell. 

The settlement agent in the Offer has made payments of the Offer Price to
shareholders that have accepted the Offer, who are expected to receive the
settlement amount on their respective bank accounts during the course of 9
August 2022.

The Offeror intends to complete a compulsory acquisition of the remaining shares
in Mercell at a redemption price equal to the Offer Price of NOK 6.30 per share,
as soon as practically possible. A separate announcement will be issued when the
compulsory acquisition has been resolved by the board of directors of the
Offeror in accordance with section 4-25 of the Norwegian Public Limited
Liability Companies Act cf. section 6-22 of the Norwegian Securities Trading
Act. 

About the Offeror: 
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 the Offeror and Thoma Bravo in connection with the Offer.
Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors
to the Offeror and Thoma Bravo. 
ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and
Advokatfirmaet Thommessen AS as legal advisor to Mercell.

Contact info: 
Megan Frank, Thoma Bravo Communications 
Phone: [phone] 
Email: [e-mail] 
or
Alexandra Barganowski, Fogel & Partners 
Phone: [phone] 
Email: [e-mail]

Important notice: 
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 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 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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