NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND,
SOUTH AFRICA AND SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the recommended voluntary cash offer to acquire all issued
and outstanding shares (the "Shares") in Zalaris ASA (the "Company") by Kona
BidCo AS (the "Offeror") at a price of NOK 100 per Share (the "Offer Price"),
except for Shares owned by the Rollover Shareholders (as defined in the offer
document (the "Offer Document") dated 15 April 2026) and the Company (the
"Offer"). Reference is further made to the stock exchange announcement published
on 15 April 2026 regarding commencement of the period where shareholders of the
Company may accept the Offer (the "Offer Period") subject to the terms and
conditions in the Offer Document.
The Offer Price represents the Offeror's best and final offer to the
shareholders of the Company.
Shareholders are hereby reminded that the Offer Period expires at 16:30 CEST
today, 30 April 2026, subject to any extensions at the sole discretion of the
Offeror, as described in the Offer Document.
Shareholders wishing to accept the Offer must, prior to expiry of the Offer
Period and in accordance with the procedures set out in the Offer Document, duly
complete and return the acceptance form which is included in the Offer Document.
Shareholders with BankID may accept the Offer by submitting the electronic
acceptance form available via the webpage set out below.
The Offer may only be accepted on the basis of the Offer Document. The full
terms and conditions of the Offer, including procedures for how to accept the
Offer, are set out in the Offer Document.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the following webpage: https://www.arctic.com/offerings
Advisors
Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Arctic
Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Company, while ABG Sundal
Collier is acting as financial advisor to the Company.
Contacts
Hans-Petter Mellerud, CEO
Tel: +47 928 97 276
E-mail: hans-petter.mellerud@zalaris.com
Gunnar Manum, CFO
Tel: +47 951 79 190
E-mail: gunnar.manum@zalaris.com
Norvestor and the Offeror
Fredrik Gyllenhammar Raaum, Partner, Norvestor Advisory
Tel.: +47 93 03 28 46
Email: fgy@norvestor.com
IMPORTANT INFORMATION
The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. 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, South Africa and South Korea, 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 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, oral statements made regarding the acquisition contemplated
by the transaction agreement (the "Acquisition") or the Offer, and other
information published by the Company, Norvestor or the Offeror, contain certain
information and statements that may constitute "forward-looking information" or
"forward-looking statements" under applicable securities legislation ("forward
-looking statements"). Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by the use of
words such as "will", "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "continues", "forecasts", "projects", "predicts", "intends",
"anticipates", "aims", "targets" or "believes", or variations of, or the
negatives of, such words and phrases or state that certain actions, events or
results "may", "could", "would", "should", "might" or "will" be taken, occur or
be achieved. Inherent in forward-looking statements are risks, uncertainties and
other factors beyond the Company's, Norvestor's and/or the Offeror's ability to
predict or control.
All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Acquisition,
including timing for launch and completion of the Offer; expectations regarding
whether the Offer will be launched or the Acquisition will be completed,
including whether any conditions to the launch of the Offer or the completion of
the Acquisition will be satisfied or waived; the anticipated timing for
completion of the Offer and the Acquisition; the expected effects of the
Acquisition on the Company or the Offeror; and other statements other than
historical facts. Such forward-looking statements are prospective in nature and
are not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which the Company or the Offeror may operate in the future.
Although the Company, Norvestor and the Offeror believe the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such forward-looking statements involve known and unknown risks,
uncertainties and other factors, most of which are beyond the control of such
parties, which may cause actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking statements.
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,
Norvestor, the Offeror, 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.
All of the forward-looking statements contained in this announcement are given
as of the date hereof and are based upon the opinions, estimates and information
available as at the date hereof. The Company, Norvestor and the Offeror disclaim
any intention or obligation to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. If one or more forward-looking statements is updated,
no inference should be drawn that additional updates with respect to those or
other forward-looking statements will be made. The foregoing list of risks and
uncertainties is not exhaustive. Readers should carefully consider the above
factors as well as the uncertainties they represent and the risks they entail.
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. 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 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 are different from those of the United
States. The Offer will be made to U.S. Holders as a "Tier I" tender offer as
provided in Rule 14d-1(c) of Regulation 14D 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 tender offers for U.S. domestic issuers that are subject to the more
fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.
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 in
English on a basis comparable to the method that such documents are provided to
the Company's other shareholders to whom the 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 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.