NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 19 December 2025 at 07:30 (CET).
Reference is made to the stock exchange announcement published on 27 November 2025 regarding the agreement with Bidco Clover AS (the "Bidder") to launch a recommended voluntary cash offer for all issued and outstanding shares (the "Shares") in Spir Group ASA (the "Company") not already directly or indirectly controlled by the Bidder at an offer price of NOK 8.567 per share (the "Offer"). The board of directors of the Company (the "Board") has provided a recommendation of the Offer which is included in the offer document for the Offer (the "Offer Document").
The Offer Document was approved by the Norwegian Financial Supervisory Authority in its capacity as take-over supervisory authority on 18 December 2025. The Offer is only capable of being accepted pursuant to the Offer Document. The Offer Document will be sent to the Company's shareholders with known addresses registered in the Company's shareholder register in Euronext Securities Oslo, the central securities depository in Norway (the "VPS"), as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available at the following webpage:www.nordea.com/en/issuances and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, Nordea Bank Abp, filial i Norge.
The offer period for the Offer will commence today, at 09:00 CET on 19 December 2025, and will expire at 16:30 CET on 16 January 2026, subject to any extensions at the sole discretion of the Bidder (the "Offer Period"). The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document.
Key Terms of the Offer:
- Offer Price: NOK 8.567 per Share, subject to adjustment pursuant to the terms and conditions of the Offer.
- Offer Period: From 19 December 2025 at 09:00 CET to and including 16 January 2026 at 16:30 (CET), subject to any extensions at the sole discretion of the Bidder. The Offer Period will in no event be extended beyond 16:30 CET on 27 February 2026, which would correspond to a total Offer Period of ten (10) weeks.
- Receiving Agent: Nordea Bank Abp, filial i Norge.
The Offer Price represents:
- A premium of 37.73% to the closing price of the Shares on 26 November 2025, which was the last trading day prior to the announcement of the Offer; and
- A premium of 30.46% over the volume weighted average price for the 1-month period ending on 26 November 2025.
The Bidder has received pre-commitments to accept the Offer from shareholders of the Company, including from Board members and the executive management of the Company, who together hold 5,682,928 Shares representing approximately 4.27% of the Shares as at the date of this announcement. For more information on the pre-acceptance undertakings, please refer to Section 2.4 (Pre-Acceptances) in the Offer Document.
SB1 Markets AS has been elected by the Norwegian Financial Supervisory Authority to provide the formal statement on the Offer pursuant to section 6-16 of the Norwegian Securities Trading Act. The formal statement will be made publicly available in a separate stock exchange notice expected to be published on or about the date hereof.
ABOUT THE BIDDER
The Bidder is a special purpose vehicle incorporated for the purpose of launching the Offer and is wholly owned by HoldCo Clover AS, which is owned by the four largest shareholders of the Company, Karbon Invest AS, Carucel Finance AS, Stella Industrier AS/Stella AS and Varner Kapital AS. The Bidder will directly or indirectly control approximately 66.55% of the Shares prior to completion of the Offer.
ADVISERS
Nordea Bank Abp, filial i Norge is acting as sole financial advisor and receiving agent and AGP Advokater AS is acting as legal advisor to the Bidder. Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to the Company.
MEDIA CONTACTS
Spir Group: Rolv Erik Ryssdal, Chairperson. Email: rolv.erik.r@gmail.com, Tel: +47 91 60 02 00
Bidder: Christian Breddam, CEO Karbon Invest AS. Email: Christian.breddam@karbon.no, Tel +47 93 94 93 93
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong, or any other jurisdiction in which such would be unlawful. The Bidder does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. 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 announcement is for information purposes only and is not a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer relates to shares of a Norwegian company listed and trading on the Euronext Oslo Børs and is subject to the legal provisions of the Norwegian Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the U.S. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other Shareholders to whom an offer is made. The Offer will be made by the Bidder and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules of the Norwegian Securities Trading Act, which differ from payment and settlement procedures customary in the U.S.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.