MRCEL: Independent statement - Voluntary offer assessed to be fair from a financial point of view byArctic Securities AS 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 the commencement of the voluntary cash offer (the "Offer") bySpring Bidco (Norway ) AS to acquire all shares inMercell Holding ASA ("Mercell " or the "Company") and the offer document for the Offer (the "Offer Document") published on13 June 2022 on www.seb.no.Arctic Securities AS ("Arctic") has been mandated by the board of directors ofMercell (the "Board") to act as an independent expert, cf. the Norwegian Securities Trading Act section 6-19 (1) cf. section 6-16 (4), after Oslo Børs on10 June 2022 , in its capacity as take-over supervisory authority, decided that the statement by the Company should be issued by an independent expert and not by the Board, and that such statement could be issued by Arctic on behalf of the Company. Arctic's independent statement is attached hereto. In its independent statement, Arctic has inter alia concluded that: "Based upon and subject to the accurateness of the qualitative and financial information received, it is Arctic's opinion that, as of the date hereof, the offer from the Offeror is fair from a financial point of view to the shareholders inMercell Holding ASA ." For further information, please contact: CEOTerje Wibe Cell: +47 90 83 79 98 Email: terje.wibe@mercell.com AboutMercell Holding :Mercell delivers services to public and private buyers and our goal is to become the leading software-as-a-service (SaaS)-platform for e-tendering and procurement inEurope .Mercell is already a leading platform for public e-tendering and entered the procurement market in 2020, and services approximately 30,000 customers across 15 European markets and in the US.Mercell's unique marketplace simplifies the tender and procurement process and makes it safe and easy for buyers to find relevant suppliers for their tenders and daily purchasing needs. We also ensure suppliers find relevant business opportunities and offer tools for suppliers to digitally receive and handle purchases from public and private buyers. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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