MRCEL: Condition for regulatory approvals satisfied for the recommended voluntary cash offer for all the 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 on10 June 2022 regarding commencement of the voluntary cash offer (the "Offer") made bySpring Bidco (Norway ) AS (the "Offeror") to acquire all shares ofMercell Holding ASA ("Mercell ") for a cash consideration ofNOK 6.30 per share inMercell , a premium of 110% compared to the closing share price on24 May 2022 (being the last trading day before announcement of the Offer). Reference is also made to the offer document for the Offer dated10 June 2022 (the "Offer Document"). It is hereby announced that the Offeror has received clearance for the Offer under Swedish merger control rules from theSwedish Competition Authority . Accordingly, the regulatory approvals condition for the Offer set out in section 4.2.3 ("Regulatory approvals and third party consents") of the Offer Document has been fulfilled. Completion of the Offer remains subject to the fulfilment or waiver by the Offeror of the remaining conditions for closing of the Offer as set out in section 4.2 ("Closing Conditions") of the Offer Document. To the Offeror's knowledge, none of the conditions for the Offer that refer to events that shall not occur have occurred. The complete terms and conditions for the Offer and procedures for accepting the Offer are set out in the Offer Document. The Offer can only be accepted based on the Offer Document. Shareholders that want to accept the Offer must complete and submit the acceptance form which is included in the Offer Document before 16:30 hours (CEST) on13 July 2022 . The Offer Document and the acceptance form are, subject to regulatory restrictions in certain jurisdictions, available at www.seb.no. About the Offeror:Spring Bidco (Norway ) AS (under name change from NFH 220405 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 to the Offeror and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS andKirkland & Ellis LLP are acting as legal advisors to the Offeror 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. The Offeror 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 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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