Thoma Bravo, L.P. made an offer to acquire Mercell Holding ASA (OB:MRCEL) from Viking Venture AS, Luxor Capital Group, LP and others for NOK 3.2 billion on May 25, 2022. As per the transaction, Thoma Bravo, L.P. made the offer to acquire shares at NOK 6.3 per share. The Offer Price shall be adjusted to compensate for the effects of any resolution by Mercell to distribute dividend or make any other distribution to Mercell's shareholders with a record date prior to completion of the Offer. As of June 10, 2022, Funds managed by Viking Venture AS and Luxor Capital Group, who combined own 24.04% of the Shares, have entered into irrevocable undertakings to accept the Offer.

Completion of the Offer will be subject to the conditions including shareholders representing more than 90% have accepted the offer, Board shall not have amended or withdrawn its recommendation of the transaction, relevant regulatory approvals have been obtained, Mercell has in all material respects conducted its business in the ordinary course, no breach by Mercell which entitles the Offeror to terminate the Transaction Agreement; and no material adverse change shall have occurred. If the Offer is not completed due to a breach by Mercell that entitles the Offeror to terminate the Transaction Agreement, or the Board withdraws or amends its recommendation of the Offer, Mercell will compensate the Offeror for its external advisors costs up to a maximum amount of NOK 10 million. The offer period is expected to commence in mid-June 2022. Offeror has received clearance for the Offer under Swedish merger control rules from the Swedish 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. The acceptance period for the Offer will commence on June 13, 2022 and expire on 13 July 2022. As of July 13, 2022, Thoma Bravo hereby announces an extension of the offer period for the Offer to August 3, 2022. As of July 14, 2022, Thoma Bravo has received acceptances under the Offer for a total of 462,474,978 shares in Mercell, equaling approximately 92% of the outstanding shares and votes of Mercell, consequently, subject to customary verification of acceptances, the minimum acceptance condition for the Offer set out in section 4.2.1 of the Offer Document has been fulfilled.

Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial advisor to the Thoma Bravo in connection with the offer. Advokatfirmaet Schjødt AS and Ted A. Peto, P.C., John Kosir, Bradley Reed, P.C., Ambarish Dash, Michael P. Keeley, Sally Evans, and Aaron Lorber of Kirkland & Ellis LLP are acting as legal advisors to Thoma Bravo. ABG Sundal Collier ASA and JPMorgan Chase & Co. (NYSE:JPM) are acting as financial advisors and Advokatfirmaet Thommessen AS as legal advisor to Mercell , Skandinaviska Enskilda Banken AB Corporate team includes Hans Kvernmo , Morten Norgaard ,Martin Berntsen , Christine  Herchenroeder Arnesen, Viktor Nielsen. Arctic Securities AS acted as independent expert to Mercell Holding. Barings is lead lender of secured credit facilities to Thoma Bravo, L.P.

Thoma Bravo, L.P. complete the acquisition of Mercell Holding ASA (OB:MRCEL) from Viking Venture AS, Luxor Capital Group, LP and others on August 3, 2022. As at end of the offer period, and subject to customary verification, the Offeror has received acceptances under the Offer for a total of 481,626,991 shares in Mercell. the Offeror is pleased to announce that the conditions for closing of the Offer as set out in section 4.2 ("Closing Conditions") of the Offer Document are fulfilled. The Offeror expects to close the Offer and arrange for settlement towards shareholders that have accepted the Offer on or about 8 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 shortly thereafter. 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.