Zenitel : House of Thor BV launches its voluntary and conditional public takeover bid in cash for Zenitel NV and increases the bid price

Zenitel NV ('Zenitel') has announced today that, on 26 February 2021, the FSMA has approved the prospectus (the 'Prospectus') and the memory in reply of the board of directors of the Target in connection with the previously announced voluntary and conditional takeover bid by House of Thor BV ('House of Thor' or the 'Bidder') for the shares in the Target not yet directly or indirectly held by the Bidder or by persons affiliated with it (the 'Bid'). The initial acceptance period in relation to the Bid will open on 2 March 2021.

The bid price amounts to EUR 23.25 in cash per share. This bid price entails an increase of EUR 0.50 per share compared to the bid price that was initially communicated at the announcement of the Bid on 16 November 2020. This increase was made possible in part by the changes to the bid structure, in accordance with the agreement between 3D NV and Abacus Group NV of 1 February 2021.

The key features of the Bid can be summarised as follows:

Initial acceptance period: From 2 March 2021 to 1 April 2021 at 4:00 pm (Belgian time), subject to extension

Bid price: EUR 23.25 per share in cash

Announcement of the results of the initial acceptance period: The results of the initial acceptance period will be announced on 12 April 2021.

Initial payment date: The bid price will be paid at the latest on the tenth (10th) business day following the announcement of the results of the initial acceptance period. Currently, the Bidder expects to pay the bid price on 19 April 2021.

Conditions: To view the conditions in full, download the full press release here.

About Zenitel
Zenitel is a major global player in the development and marketing of intelligent communication solutions where security, guaranteed availability and sound quality are essential. With nearly 120 years of experience, Zenitel has proven to be a reliable and quality provider of broadcast systems, intercom solutions and two-way radio. These systems interface with other security devices, enabling end users and integrators to build a comprehensive and integrated security solution that combines access control, video surveillance, digital messaging and other solutions. Today, Zenitel's customers include security services providers, companies and organisations active in the transportation and shipping sectors, healthcare institutions and industrial companies.
Zenitel employs approximately 300 people worldwide, is headquartered in Norway and sells its solutions under the Zenitel, Vingtor-Stentofon and Phontech brands.

More information can be found at www.zenitel.com.

About House of Thor
House of Thor is a subsidiary of 3D NV ('3d investors'), incorporated with a view to launching the public takeover bid on Zenitel. 3d investors is a family investment company that chooses to support the growth of solid companies, in partnership with entrepreneurs and management. They always start from the core values: entrepreneurship, empathy, integrity, passion and agility. 3d investors is a long-term shareholder in a number of listed. groups (KBC, Ackermans & van Haaren, Atenor, Barco and Zenitel), non-listed companies (including Care Cosmetics, Pauwels Consulting, Plastiflex, Studio 100 and 3P) and 3d Real Estate. More information can be found on www.3d-investors.be.

Disclaimer
This notice is also published in English. If this should create uncertainty, the Dutch version will prevail. This press release does not constitute a bid to purchase the securities of Zenitel nor a solicitation by any person in any jurisdiction thereof. The bid is only made on the basis of the prospectus approved by the FSMA. No action has been taken to enable a public takeover bid in any jurisdiction other than in Belgium. Neither this press release nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations of such jurisdiction. Zenitel and its affiliate persons explicitly decline any liability for breach of these restrictions by any person.