MRCEL: Compulsory acquisition of shares inMercell Holding ASA NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINTHE 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 on8 August 2022 regarding completion of the recommended voluntary cash offer (the "Offer") made bySpring Bidco (Norway ) AS ("Spring Bidco (Norway )") to acquire all the shares inMercell Holding ASA ("Mercell ") and the contemplated compulsory acquisition of remaining shares inMercell . Following completion and settlement of the Offer,Spring Bidco (Norway ) has acquired and holds a total of 483,289,024 shares inMercell , equivalent to approximately 96.1% of the shares and voting rights inMercell on a fully diluted basis. The board of directors ofSpring 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 inMercell not owned bySpring Bidco (Norway ), pursuant to section 4-25 of theNorwegian 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 inMercell . The offered redemption price under the compulsory acquisition isNOK 6.30 per share inMercell , 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 than17 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 theNorwegian Register ofBusiness 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) on11 October 2022 . Former shareholders ofMercell 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 ofMercell's shares from Oslo Børs and separate stock exchange announcements will be published regarding the timing for such delisting. AboutSpring 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 byThoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more thanUSD 114 billion in assets under management as of31 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 overUSD 190 billion in enterprise value. Advisors:Skandinaviska Enskilda Banken AB (publ),Oslo Branch, is acting as financial advisor toSpring Bidco (Norway ) and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS andKirkland & Ellis LLP are acting as legal advisors toSpring Bidco (Norway ) and Thoma Bravo.ABG Sundal Collier ASA andJP Morgan are acting as financial advisors andAdvokatfirmaet Thommessen AS as legal advisor toMercell . Contact info:Megan Frank ,Thoma Bravo Communications Phone: +1 212 731 4778 Email: mfrank@thomabravo.com or Alexandra Barganowski,Fogel & Partners Phone: +46 72 0832750 Email: alexandra.barganowski@fogelpartners.se 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.Spring Bidco (Norway ) andMercell 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 ofMercell orSpring 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.
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