Strategic Value Partners, LLC, through Coniferous Bidco AB, announces a cash offer of SEK 50 per share to the shareholders of Nordic Paper Holding AB that will not be increased

This announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Strategic Value Partners, LLC[1] ("SVP"), through Coniferous Bidco AB[2] ("Coniferous Bidco"), hereby announces a public offer to the shareholders of Nordic Paper Holding AB ("Nordic Paper" or the "Company") to tender all their shares to Coniferous Bidco at a price of SEK 50 in cash per share (the "Offer")[3]. The price in the Offer will not be increased by Coniferous Bidco. The shares in Nordic Paper are listed on Nasdaq Stockholm.

Summary

• The shareholders of Nordic Paper are offered SEK 50 in cash per share in Nordic Paper.
• Coniferous Bidco will not increase the Offer price of SEK 50. By this statement, Coniferous Bidco cannot, pursuant to the Takeover Rules, increase the price in the Offer.
• The total value of the Offer, based on all 66,908,800 shares in Nordic Paper, amounts to approximately SEK 3,345 million.
• SUTRIV Holding AB, a wholly-owned subsidiary of Shanying International Holding Co., Ltd ("Shanying"), holding approximately 48.16 per cent of the shares and votes in Nordic Paper, and thus being the largest shareholder of Nordic Paper, has irrevocably undertaken to accept the Offer, irrespective of whether or not a higher competing offer is announced.
• The Offer is conditional upon the Offer being accepted to such extent that Coniferous Bidco becomes the owner of shares representing at least 48 per cent of the total number of shares in Nordic Paper. In addition, the Offer is made on the terms and subject to the conditions 2-6 set out below in this announcement.
• The price per share in the Offer represents:

• a negative premium of 0.5 per cent compared to the closing share price for Nordic Paper's share on Nasdaq Stockholm of SEK 50.25 on 10 October 2024 (the last day of trading prior to the announcement of the Offer); and
• a negative premium of 1.4 per cent compared to the volume-weighted average trading price for Nordic Paper's share of SEK 50.69 during the last 180 trading days prior to the announcement of the Offer.

• An offer document regarding the Offer is expected to be made public on or about 5 November 2024. The acceptance period for the Offer is expected to commence on or about 6 November 2024 and expire on or about 11 December 2024 to allow for receipt of customary regulatory approvals. Coniferous Bidco reserves the right to extend the acceptance period, one or several times, as well as to postpone the time for settlement. If customary regulatory approvals are received in such time that the acceptance period can be closed before 11 December 2024, Coniferous Bidco may announce an earlier end date of the acceptance period.

Alexandre Mignotte, Managing Director at SVP, comments:

"Following Nordic Paper’s announcement of a potential sale and a competitive and comprehensive process, with interest from several parties, we are pleased that the Company's largest shareholder, holding approximately 48 per cent of the shares, has irrevocably undertaken to accept SVP’s offer of SEK 50 per share. SVP believes that Nordic Paper has opportunities to grow its market position and enhance the efficiency of its operations over time. These opportunities will require patience from investors, as well as substantial investments, which will necessitate a change in dividend and leverage policy. This Offer provides immediate and certain value and liquidity to shareholders. To showcase our commitment to Nordic Paper and ensure a smooth change of ownership, the Offer is not conditioned by a 90 per cent acceptance level. Our offer is best and final, meaning we cannot increase the price being offered."

Background to and reasons for the Offer

Nordic Paper is a leading specialty paper producer of top quality Kraft Paper and Natural Greaseproof paper with five paper mills, four in Scandinavia and one in Canada.

In March 2024, Nordic Paper noted that its largest shareholder Shanying had intentions to sell all or part of its stake in Nordic Paper. Given the situation, the Board of Directors of Nordic Paper decided to initiate a process to explore a potential sale of all shares in the Company, engaging BofA Securities as financial advisor. The purpose of the process was to seek the best possible value and outcome for all shareholders in Nordic Paper.

The process was comprehensive and competitive, targeting a broad range of potential buyers across the market. The Board of Directors received expressions of interest from several parties. Following the process, Shanying made the decision to irrevocably undertake to accept SVP’s offer, which it viewed as reflecting the full value of the Company.

Throughout the process, SVP engaged closely with Nordic Paper, and was given the opportunity to conduct confirmatory due diligence, including meetings with the management team and visits to operational sites. This allowed SVP to gain a comprehensive understanding of the Company’s operations and market position. While Nordic Paper has a solid market position today, SVP realises that in order to maintain and grow its market position and capitalise on emerging opportunities in a constantly evolving market, significant investments will be required. SVP believes that Nordic Paper therefore would benefit from a more long-term view and patience from its investors. Furthermore, SVP sees it as necessary to review the Company’s capital allocation focusing on increasing capital expenditures and leverage, while also reviewing dividend payouts. These potential adjustments may affect growth, margins, cash flows and could lead to greater fluctuations in earnings in the short to medium-term, but intend to help the business thrive over the long-term.

SVP will bring a track-record of business transformation, industry expertise and an active ownership approach to support the long-term development of Nordic Paper.

To ensure a responsible change in ownership, the Offer is not conditioned by an acceptance level of 90 per cent. This showcases SVP’s commitment to owning Nordic Paper and continuing to invest in its future development, whether in a private or public setting.

Management and employees

Coniferous Bidco does not currently foresee any material changes with regard to Nordic Paper's operations, including operational sites, its management or employees (including their terms of employment). In addition, there are no employees in Coniferous Bidco, implying that the Offer will not entail any changes for the management and employees in Coniferous Bidco (including their terms of employment) or Coniferous Bidco's operational sites.

The Offer

Consideration

The shareholders of Nordic Paper are offered SEK 50 in cash per share in Nordic Paper. Coniferous Bidco will not increase the price in the Offer. By this statement Coniferous Bidco cannot, pursuant to the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the "Takeover Rules"), increase the price in the Offer. Accordingly, SEK 50 per share is the highest price that will be offered by Coniferous Bidco in the Offer.

If Nordic Paper pays dividends or makes any other distributions to its shareholders with a record date occurring prior to the settlement of the Offer, or issues new shares or takes any similar corporate action which results in a reduction of the value per share in Nordic Paper prior to the settlement of the Offer, the Offer price will be reduced correspondingly. In the event of either of the foregoing, Coniferous Bidco reserves the right to determine whether this negative price adjustment mechanism or condition 6 to the completion for Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the Nordic Paper shares tendered to Coniferous Bidco under the Offer.

Bid premium

The consideration under the Offer represents[4]:

• a negative premium of 0.5 per cent compared to the closing share price for Nordic Paper's share on Nasdaq Stockholm of SEK 50.25 on 10 October 2024 (the last day of trading prior to the announcement of the Offer); and
• a negative premium of 1.4 per cent compared to the volume-weighted average trading price for Nordic Paper's share of SEK 50.69 during the last 180 trading days prior to the announcement of the Offer.

Total value of the Offer

The total value of the Offer, based on all 66,908,800 shares in Nordic Paper, amounts to approximately SEK 3,345 million.

Coniferous Bidco's shareholding in Nordic Paper

At the time of this announcement, neither Coniferous Bidco nor any closely related companies or closely related parties own any shares or financial instruments in Nordic Paper that give financial exposure to Nordic Paper's shares.

Neither Coniferous Bidco nor any of its closely related parties have acquired or agreed to acquire any shares in Nordic Paper at a price above the price in the Offer during the six months preceding the announcement of the Offer or any other financial instruments that give financial exposure to Nordic Paper shares.

Coniferous Bidco may acquire, or enter into agreements to acquire, shares in Nordic Paper outside the Offer. Any purchases made or arranged will be disclosed in accordance with applicable rules.

Conflicts of interest

Per Bjurbom and Ying Che are members of the Board of Directors of Nordic Paper and representatives of Shanying. Due to the irrevocable undertaking to accept the Offer from SUTRIV Holding AB, a wholly-owned subsidiary of Shanying and the largest shareholder in Nordic Paper, Per Bjurbom and Ying Che are deemed to have a conflict of interest in relation to the Offer and have not participated in the Company’s handling of, or resolutions regarding, matters relating to the Offer.

Statement from the independent bid committee of the Board of Directors of Nordic Paper

The Board of Directors of Nordic Paper has appointed an independent committee to evaluate the Offer and announce its opinion on the Offer, including the reasons for this opinion, and obtained a fairness opinion from Ernst & Young AB. For more information, please see the statement from the independent committee of the Board of Directors of Nordic Paper that is published in a separate press release by Nordic Paper today.

Undertaking to accept the Offer

Coniferous Bidco has obtained an irrevocable undertaking from SUTRIV Holding AB, a wholly-owned subsidiary of Shanying and the largest shareholder in Nordic Paper, to accept the Offer regarding its 32,220,312 shares in Nordic Paper, corresponding to approximately 48.16 per cent of the shares and votes in Nordic Paper, irrespective of whether or not a higher competing offer is announced.

The undertaking is conditional upon Coniferous Bidco (i) complying in all material respects with the Takeover Rules and the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules and (ii) declaring the Offer unconditional no later than 11 February 2025.

Warrants

The Offer does not include warrants held by Nordic Paper or by participants in Nordic Paper's incentive programmes. Coniferous Bidco will offer the participants in the programmes a fair treatment in connection with the Offer.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Coniferous Bidco becomes the owner of shares in Nordic Paper representing at least 48 per cent of the total number of shares in Nordic Paper;
2. with respect to the Offer and completion of the acquisition of Nordic Paper, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities and foreign direct investment approvals, being obtained, in each case on terms which, in Coniferous Bidco's opinion, are acceptable;
3. neither the Offer nor the acquisition of Nordic Paper being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Coniferous Bidco could not reasonably have foreseen at the time of announcement of the Offer;
4. no circumstances having occurred which have or could reasonably be expected to have a material adverse effect on Nordic Paper's financial position or operation, including Nordic Paper's sales, results, liquidity, equity ratio, equity or assets, and Nordic Paper being subject to bankruptcy, reorganization or similar proceedings;
5. no information made public by Nordic Paper or otherwise made available to Coniferous Bidco by Nordic Paper being inaccurate, incomplete or misleading, and Nordic Paper having made public all information which should have been made public; and
6. Nordic Paper not taking any measures that are likely to impair the prerequisites for making or implementing the Offer.

Coniferous Bidco reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2-6 above, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to Coniferous Bidco's acquisition of Nordic Paper or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Coniferous Bidco reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Financing

The consideration payable in respect of the Offer is financed in full by funds available to Coniferous Bidco by way of an equity commitment letter issued by SVP to Coniferous Bidco. Coniferous Bidco is not dependent on external financing for the Offer. Accordingly, the completion of the Offer is not conditional upon any financing being obtained.

Description of Coniferous Bidco and SVP

Coniferous Bidco AB is a newly established Swedish limited liability company (with corporate registration number 559492-5330, domiciled in Stockholm), indirectly wholly-owned by SVP. Coniferous Bidco was founded and registered with the Swedish Companies Registration Office on 12 August 2024. Coniferous Bidco has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

SVP is a global investment firm. With a vast network of expert resources, SVP supports the companies in its portfolio and helps them unlock value from operational and commercial excellence. SVP provides long-term, committed private capital to invest in growth, and its portfolio of companies span multiple industries, including packaging, consumer goods, industrials, real estate, infrastructure, aviation and power generation, primarily across the US and Europe. SVP holds majority stakes or significant holdings in more than 15 businesses, which employ approximately 90,000 employees and have approximately USD 14 billion in revenues. SVP’s team of over 200 professionals operate across three continents, including a longstanding presence in the European market.

For more information on SVP, please refer to SVP's website (www.svpglobal.com).

Description of Nordic Paper

Nordic Paper is a leading specialty paper producer with its base in Scandinavia. Nordic Paper has been manufacturing top-quality Kraft Paper and Natural Greaseproof paper since the 19th century. Nordic Paper's products are based on renewable raw material from local forests. From its five paper mills, four in Scandinavia and one in Canada, Nordic Paper supplies customers in 85 countries. Nordic Paper had net sales of SEK 4,472 million in 2023. The Company has approximately 700 employees and is listed on Nasdaq Stockholm.

For more information on Nordic Paper, please refer to Nordic Paper's website (www.nordic-paper.com).

Preliminary timetable[5]

An offer document regarding the Offer is expected to be made public on or about 5 November 2024. The acceptance period for the Offer is expected to commence on or about 6 November 2024 and expire on or about 11 December 2024. Assuming that the Offer is declared unconditional no later than on or about 13 December 2024, settlement is expected to begin on or about 18 December 2024.

As set out above, the completion of the Offer is conditional upon, inter alia, the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of Nordic Paper. Such clearances, approvals and decisions are expected to have been received by the end of the acceptance period for the Offer. If all relevant clearances, approvals and decisions are received in such time that the acceptance period can be closed before 11 December 2024, Coniferous Bidco may announce an earlier end date of the acceptance period, provided that such announcement can be made not less than two weeks prior to the new date of expiry of the acceptance period.

Coniferous Bidco further reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the settlement date.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities and foreign direct investment approvals, being obtained, in each case on terms which, in Coniferous Bidco's opinion, are acceptable. According to Coniferous Bidco's current assessment, the Offer will require customary merger control approvals including in the European Union and Canada as well as approval of notification regarding foreign direct investment in Sweden. Coniferous Bidco has initiated the work on filings relevant for the Offer. Coniferous Bidco expects relevant clearances to be obtained prior to the end of the acceptance period.

Due diligence

Coniferous Bidco has, in connection with the preparation of the Offer, conducted a confirmatory due diligence review of Nordic Paper including a documentary review, site visits, and meetings with the management of Nordic Paper. Nordic Paper has informed Coniferous Bidco that no inside information (as defined in Article 7 of the EU Market Abuse Regulation) has been disclosed to Coniferous Bidco during the due diligence review.

Compulsory redemption proceedings and delisting

If Coniferous Bidco, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Nordic Paper, Coniferous Bidco intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Nordic Paper and to promote delisting of Nordic Paper's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between Coniferous Bidco and the shareholders in Nordic Paper as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Coniferous Bidco has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), contractually undertaken to Nasdaq Stockholm AB ("Nasdaq") to fully comply with such rules and statements and to be subject to any sanctions that may be imposed by Nasdaq in event of breach of the Takeover Rules.

Advisors

Rothschild & Co Nordic AB is financial advisor and Advokatfirman Schjødt and Kirkland & Ellis are legal advisors to Coniferous Bidco in connection with the Offer. DNB Markets, a part of DNB Bank ASA, Sweden Branch, acts as issuing agent in connection with the Offer.

Coniferous Bidco AB

The board of directors

Information about the Offer

Information about the Offer is made available at:

www.specialty-paper-offer.com

For enquiries, please contact:

Frida Malm, Fogel & Partners

Email: SVP@fogelpartners.se

Telephone: +46 (0)730 653 885 

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by Coniferous Bidco AB in accordance with the Takeover Rules. The information was submitted for publication on 11 October 2024 at 08:30 a.m. (CEST).

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA 2000 (Financial Promotion) Order 2005, as amended (the "Order"). In the United Kingdom, this communication and any other offer documents relating to the Offer is/will be distributed only to and directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons. Recipients must not distribute, publish, reproduce, or disclose the Offer, information or documents contained in this press release, in whole or in part, to any other person.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. 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. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Coniferous Bidco and Nordic Paper. Any such forward-looking statements speak only as of the date on which they are made and Coniferous Bidco has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. The reader should, however, consult any additional disclosures that Coniferous Bidco or Nordic Paper have made or may make.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Nordic Paper, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be materially different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares in Nordic Paper domiciled in the United States (collectively, the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Nordic Paper's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Nordic Paper to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders in English on a basis comparable to the method pursuant to which such documents are provided to Nordic Paper's other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws and exemptions promulgated thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate to U.S. dollars.

It may be difficult for Nordic Paper's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S state securities laws in connection with the Offer, since Nordic Paper and Coniferous Bidco are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Nordic Paper's shareholders may not be able to sue Nordic Paper or Coniferous Bidco or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Nordic Paper or Coniferous Bidco and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law and regulations, including pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Coniferous Bidco and its affiliates or its brokers and its brokers' affiliates (acting as agents for Coniferous Bidco 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 of Nordic Paper outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, the financial advisors to Coniferous Bidco may also engage in ordinary course trading activities in securities of Nordic Paper, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Coniferous Bido nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

[1] SVP means investment funds and accounts directly or indirectly managed by Strategic Value Partners, LLC and its affiliates.