NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND AND SOUTH AFRICA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the unregulated recommended voluntary cash offer to acquire all issued and outstanding shares in Vow Green Metals AS (the "Company" or "VGM") except for shares owned by the Rollover Shareholders (as defined in the offer document dated 19 May 2025 (the "Offer Document") by Midas Industri AS (the "Offeror") at NOK 0.95 per share, as further set out in the Offer Document (the "Offer"). Reference is also made to the stock exchange announcement published on 16 June 2025 (the “Offer Extension Announcement”) regarding extension of the period where shareholders may accept the Offer (the "Offer Period") that has been extended to 16:30 (CEST) on 23 June 2025.
The Offer expired at 16:30 (CEST) today, 23 June 2025.
Following expiry of the Offer Period, and subject to customary verification, the Offeror has received acceptances from shareholders in the Offer which when taken together with the shares owned by the Rollover Shareholders represent 91.44% of the issued and outstanding share capital and voting rights of the Company. Consequently, and as announced on 17 June 2025, the condition for completion of the Offer relating to "Minimum acceptance", as set out in Section 2.7 of the Offer Document, is satisfied.
This announcement constitutes the "Settlement Notification" pursuant to section 2.7 of the Offer Document. Settlement of the Offer is currently expected to take place on or about 27 June 2025 and will be made to shareholders having accepted the Offer in accordance with the terms as set out in Offer Document, subject to the other closing conditions set out in Section 2.7 of the Offer Document continuing to be satisfied until settlement of the Offer or being waived by the Offeror.
As set out in section 3.5 of the Offer Document, following completion of the Offer and the Offeror having become the owner of more than 90% of the total issued shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares of the Company in accordance with Section 4-26 of the Norwegian Limited Liability Companies Act. Further, upon settlement of the Offer, the Offeror also intends to take steps to delist the Company’s shares from Euronext Growth Oslo.
The complete terms and conditions for the Offer (other than the extension of the Offer Period as set out in the Offer Extension Announcement), including detailed information regarding settlement, are set out in the Offer Document. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available on the following webpage: https://www.sb1markets.no/en/transactions/
Advisors
Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while SpareBank 1 Markets AS is acting as receiving agent for the Offeror. Advokatfirmaet Wiersholm AS is acting as legal advisor for the Company, while Pareto Securities AS is acting as its financial advisor. Wikborg Rein Advokatfirma AS is acting as legal advisor for Vow ASA, while DNB Carnegie is acting as its financial advisor.
Contacts
For further information, please contact:
Cecilie Jonassen, CEO, Vow Green Metals AS, + 47 954 20 126, cecilie.jonassen@vowgreenmetals.com
Jan Halvard Aas Møller, CFO, Vow Green Metals AS, + 47 901 15 375, jan.moller@vowgreenmetals.com
About Vow Green Metals
Vow Green Metals’ strategy is to be a leading producer of biocarbon and other carbon-neutral products that enable the green transition in hard-to-abate industries. We are on a mission to accelerate the world’s transition to renewable materials by offering green alternatives to replace fossil-reduction agents in the metallurgical industry. The core of our business is to build, own and operate biocarbon production plants using state-of-the-art pyrolysis technology to turn biomass and biomass waste streams into our core product, biocarbon. Our biocarbon production process also creates other valuable products like bio-oil and bioenergy. With our standardized solutions, unique access to proprietary technology, and a growing global pipeline of projects, we are upholding our first-mover position in a growing market where speed and scale will be determining factors. Vow Green Metals is building a new biocarbon industry on the shoulders of its largest shareholder and technology partner, Vow ASA, which provides access to competence and capabilities acquired through decades of industrial innovation. Read more: www.vowgreenmetals.com
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Important notice
The terms and conditions of the Offer are governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Offer is not subject to the take-over regime as stipulated by the Norwegian Securities Trading Act chapter 6 as the shares of the Company are not admitted to trading on a regulated market. The Offer is not a public takeover offer within the meaning of the Norwegian takeover regime as stipulated by the Norwegian Securities Trading Act chapter 6. The Offer Document has not and will not be reviewed or approved by the Norwegian FSA, Oslo Børs or any other regulatory authority or stock exchange. The Offer may only be accepted pursuant to the terms and procedures set out in the Offer Document, which set out the complete terms and conditions of the Offer, including procedures for accepting the Offer.
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 Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Australia, Canada Hong Kong, Japan, New Zealand and South Africa, or any other jurisdiction in which it would be unlawful. The Offeror 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 who access 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 an offer or 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 to be provided in the Offer Document. The Offer 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.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other information published by the Offeror may contain certain statements about the Company, the Offeror and their respective affiliates and businesses as well as the timing and procedures relating to the Offer and potential amendments to the Offer that are or may be forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Offeror’s control and all of which are based on the Offeror’s current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “intends”, “estimates”, “plans”, “assumes” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Examples of forward-looking statements include, among others, statements regarding the Company’s or the Offeror’s future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither the Company, the Offeror, the Rollover Shareholders, nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Any forward-looking statements made herein speak only as of the date they are made. The Company, the Offeror and the Rollover Shareholders disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per share.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Notice to U.S. Holders
Holders of shares in the Company in the United States (“U.S. Holders”) 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 thereunder.
The Offer will be made for the issued and outstanding shares of the Company, a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which may be different from those of the United States. The Offer will be made U.S. Holders as a "Tier I" tender offer under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to U.S. domestic tender offers.
The Offer will be made to U.S. Holders on the same terms and conditions as those made to all other holders of shares to whom the Offer is made. Any information document, 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 Offeror and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, 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 of the Company outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. 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 advisor to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.
It may be difficult for the Company’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Offeror and the Company are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of the Company may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court’s judgment.
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This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.