Greenoaks and Long Path, acting through Goldcup 35013 AB, announce a recommended cash offer of SEK 84 per ordinary share to the shareholders of Karnov Group AB (publ)

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 jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction 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.

Greenoaks[1] and Long Path[2] (together the "Consortium"), acting through Goldcup 35013 AB[3] ("BidCo"), hereby announce a recommended public offer to the shareholders of Karnov Group AB (publ) ("Karnov" or the "Company") to tender all ordinary shares[4] in Karnov to BidCo at a price of SEK 84 in cash per ordinary share (the "Offer"). The ordinary shares in Karnov are listed on Nasdaq Stockholm, Mid Cap.

Summary

• The shareholders of Karnov are offered SEK 84 in cash per ordinary share[5] in Karnov.
• The board of directors of Karnov unanimously recommends that Karnov's shareholders accept the Offer.[6] The recommendation is supported by a fairness opinion provided by Grant Thornton.
• The Offer values Karnov, based on all outstanding 107,876,145 ordinary shares[7] in Karnov, at approximately SEK 9,062 million.
• As of the date of this announcement, the Consortium owns or controls, directly or indirectly, in aggregate 21,905,396 ordinary shares and votes in Karnov, corresponding to approximately 20.3 percent of the outstanding shares and votes in Karnov.
• Carnegie Fonder, Invesco and Swedbank Robur Fonder holding in aggregate approximately 22.0 percent of the outstanding shares and votes in Karnov, have irrevocably undertaken to accept the Offer. These undertakings together with Greenoaks' and Long Path's current holdings in Karnov, correspond in aggregate to approximately 42.3 percent of the outstanding shares and votes in Karnov.
• Cervantes Capital and Columbia Threadneedle holding in aggregate approximately 4.9 percent of the outstanding shares and votes in Karnov have expressed their support for the Offer and intention to accept the Offer.
• BidCo has thus, through irrevocable undertakings and statements by shareholders to accept the Offer, secured acceptances and support from shareholders representing in total 29,074,784 ordinary shares and votes in Karnov, which corresponds to approximately 27.0 percent of the outstanding shares and votes in Karnov. Together with the shares already held by BidCo and its closely related parties, this amounts to 50,980,180 shares in Karnov, corresponding to approximately 47.3 percent of the outstanding shares and votes in Karnov.
• The price offered for the ordinary shares in Karnov represents a premium of:
  • 28 percent compared to the closing share price of SEK 65.7 on 2 May 2024 (the last day of trading prior to this announcement of the Offer);
  • 30 percent compared to the volume-weighted average trading price of SEK 64.8 during the last 30 trading days prior to this announcement of the Offer;
  • 37 percent compared to the volume-weighted average trading price of SEK 61.2 during the last 90 trading days prior to this announcement of the Offer;
  • 61 percent compared to the volume-weighted average trading price of SEK 52.1 during the last 180 trading days prior to this announcement of the Offer; and
  • 25 percent compared to the highest recorded closing share price of SEK 67.4 since Karnov's listing on 11 April 2019.
• An offer document regarding the Offer is expected to be made public on or around 6 May 2024. The acceptance period in the Offer is expected to commence on or around 7 May 2024 and end on or around 4 June 2024.
• Completion of the Offer is conditional upon the Offer being accepted to such extent that BidCo becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Karnov (on a fully diluted basis) as well as conditions 2 – 7 set out below under "Conditions for completion of the Offer" in this announcement.

Ben Solarz, Spokesperson for the Consortium comments:

"We are impressed by Karnov and its long legacy of providing critical tools to legal professionals across Europe. The proliferation of artificial intelligence presents novel opportunities, but also significant risks, as a new cohort of technology companies threatens to disrupt longstanding business models and reshape the legal industry. In order to safeguard the future of Karnov, we believe that the Company will need to undertake significant investments to compete in this new environment. The Consortium brings the expertise and capital required to effectively pursue this transition, which we believe is ideally carried out with Karnov as a private business. We have therefore made an offer to acquire the business at a significant premium, reflecting our confidence in Karnov's long-term potential. We are pleased that Karnov's board of directors unanimously recommends that shareholders accept the offer."

Background and reasons for the Offer

The Consortium admires Karnov's long track record of providing exceptional tools for European professionals within the areas of legal, tax and accounting, and intends to build on this legacy by accelerating investment in the Company's product offerings while maintaining the Company's identity, culture, and values. Karnov serves an essential purpose in service of society and the rule of law, and the ambition of the Consortium is to continue upholding this mission and purpose while delivering significant improvements in customer experience.

The Consortium believes that the legal services industry is entering an unprecedented period in its history. Artificial intelligence will reshape the competitive landscape and disrupt current business models as venture-funded competitors enter the market with innovative products. In order to safeguard Karnov's long-term success, the Consortium believes that the Company must meaningfully increase its investment in product research and development, even if it necessitates sacrificing near-term profitability in pursuit of long-term competitive advantage.

The Consortium is willing to invest significant time and capital to meet the challenge and opportunity of technological change, and to ensure that Karnov can sustain its leadership in an increasingly competitive environment. It is the Consortium's firm belief that Karnov would be able to better navigate this period as a private business, a setting more amenable to a long-term strategic focus. Greenoaks and Long Path believe that they are the right long-term owners of Karnov to accomplish this vision, given (i) their history with the Company, (ii) their track record of supporting category-defining companies as they pursue growth, (iii) their expertise in technology and product development, and (iv) their financial resources.

The Consortium is impressed by the current management team and other employees in the Company and deeply admires what they have accomplished. BidCo's plans for the future business and general strategy of Karnov are consistent with Karnov's publicly announced plans and do not, in addition to the Company's own publicly announced plans, currently include any additional material changes with regard to Karnov's operational sites or its management and employees, including their terms of employment. In addition, there are no employees in BidCo, implying that the Offer will not entail any changes for the management and employees in BidCo or BidCo's operational sites.

The Offer

Consideration

The shareholders of Karnov are offered SEK 84 in cash per ordinary share in Karnov.

Should Karnov, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. In the event of the foregoing, BidCo reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see "Conditions for completion of the Offer" below) shall be invoked.

No commission will be charged by BidCo in respect of the settlement of the Karnov shares tendered to BidCo under the Offer.

Premiums

The price per ordinary share in the Offer represents a premium of:[8]

• 28 percent compared to the closing share price of SEK 65.7 on 2 May 2024 (the last day of trading prior to this announcement of the Offer);
• 30 percent compared to the volume-weighted average trading price of SEK 64.8 during the last 30 trading days prior to this announcement of the Offer;
• 37 percent compared to the volume-weighted average trading price of SEK 61.2 during the last 90 trading days prior to this announcement of the Offer;
• 61 percent compared to the volume-weighted average trading price of SEK 52.1 during the last 180 trading days prior to this announcement of the Offer; and
• 25 percent compared to the highest recorded closing share price of SEK 67.4 since Karnov's listing on 11 April 2019.

Total value of the Offer

The Offer values Karnov, based on all outstanding 107,876,145 ordinary shares in Karnov, at approximately SEK 9,062 million. The total value of the Offer, based on the 85,970,749 outstanding shares in Karnov not directly or indirectly owned or controlled by BidCo or any of its closely related parties or closely related companies, amounts to approximately SEK 7,222 million.

Recommendation from the board of directors of Karnov and fairness opinion

The board of directors of Karnov has assessed the Offer and has unanimously resolved to recommend the shareholders of Karnov to accept the Offer. The board of directors of Karnov has further informed BidCo that the board of directors of Karnov has obtained a fairness opinion from Grant Thornton, according to which the Offer is fair to Karnov's shareholders from a financial perspective. Board member Ted Keith has not participated in, and will not participate in, Karnov's handling of or decisions regarding the Offer as he has a conflict of interest pursuant to Rule II.18 of Nasdaq Stockholm's Takeover Rules (the "Takeover Rules") (see "Certain closely related party matters" below).

BidCo's shareholding in Karnov

As of the date of this announcement, Greenoaks and Long Path, being closely related parties to BidCo, hold and control, directly or indirectly, in aggregate 21,905,396 ordinary shares and votes in Karnov, corresponding to approximately 20.3 percent of all outstanding shares and votes in the Company. In respect of the aforementioned shareholding, Greenoaks holds and controls 7,316,116 ordinary shares[9] and votes in Karnov, corresponding to approximately 6.8 percent of all outstanding shares and votes in the Company, and Long Path holds and controls 14,589,280 ordinary shares and votes in Karnov, corresponding to approximately 13.5 percent of all outstanding shares and votes in the Company. All Karnov shares held by Greenoaks and Long Path will be contributed to BidCo upon completion of the Offer.

Except as set out above, neither BidCo nor any of its closely related companies or closely related parties own or control any shares in Karnov, nor any financial instruments that give financial exposure equivalent to holding shares in Karnov, at the time of this announcement. Neither BidCo, nor any of its closely related companies or closely related parties, have acquired or agreed to acquire any shares, or any other financial instruments in Karnov that give financial exposure equivalent to holding shares in Karnov, at a price that is higher than the price per share in the Offer, during the six months preceding the announcement of the Offer.

To the extent permissible under applicable law or regulations, BidCo and its affiliates may acquire, or take measures to acquire, shares in Karnov in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable laws and regulations.

Undertakings and statements from shareholders in Karnov

BidCo has obtained irrevocable undertakings to accept the Offer from the following shareholders in Karnov:

• Carnegie Fonder has undertaken to tender 6,500,000 ordinary shares in the Offer, corresponding to approximately 6.0 percent of the outstanding shares and votes in Karnov;
• Invesco has undertaken to tender 10,123,720 ordinary shares in the Offer, corresponding to approximately 9.4 percent of the outstanding shares and votes in Karnov; and
• Swedbank Robur Fonder has undertaken to tender 7,124,847 ordinary shares in the Offer, corresponding to approximately 6.6 percent of the outstanding shares and votes in Karnov.

Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 23,748,567 ordinary shares have been obtained, which corresponds to approximately 22.0 percent of the outstanding shares and votes in Karnov. These undertakings together with Greenoaks' and Long Path's current holdings in Karnov, corresponds in aggregate to approximately 42.3 percent of the outstanding shares and votes in Karnov.

If, prior to the expiry of the acceptance period of the Offer (or any extension thereof), a third party makes a public offer in cash to acquire all outstanding shares in Karnov and (i) the offer value per ordinary share exceeds the value per ordinary share of the Offer by more than 1.5 percent (the "Superior Competing Offer"), and (ii) BidCo does not within 7 business days after the launch of the Superior Competing Offer publicly announce an increase of the Offer so that the price per ordinary share in Karnov in the Offer at least corresponds to the price per ordinary share in the Superior Competing Offer at the time it is formally announced (the "Revised Offer"), the shareholders who have undertaken to accept the Offer are entitled to withdraw their acceptance of the Offer and accept the Superior Competing Offer. In the event of one or more Revised Offers, and one or more subsequent Superior Competing Offers, the foregoing shall be applied in each case.

In addition, Cervantes Capital and Columbia Threadneedle holding in aggregate approximately 4.9 percent of the outstanding shares and votes in Karnov have expressed their support for the Offer and intention to accept the Offer.

BidCo has thus, through irrevocable undertakings and statements by shareholders to accept the Offer, secured acceptances and support from shareholders representing in total 29,074,784 ordinary shares and votes in Karnov, which corresponds to approximately 27.0 percent of the outstanding shares and votes in Karnov. Together with the shares already held by BidCo and its closely related parties, this amounts to 50,980,180 shares in Karnov, corresponding to approximately 47.3 percent of the outstanding shares and votes in Karnov.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that BidCo becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Karnov (on a fully diluted basis);
2. no other party announcing an offer to acquire shares in Karnov on terms that are more favorable to the shareholders of Karnov than the Offer;
3. with respect to the Offer and completion of the acquisition of Karnov, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in BidCo's opinion, are acceptable;
4. neither the Offer nor the acquisition of Karnov being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Karnov's financial position, business or operation, including Karnov's sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Karnov, or otherwise made available to BidCo by Karnov, being inaccurate, incomplete or misleading, and Karnov having made public all information which should have been made public; and
7. Karnov not taking any action that is likely to impair the prerequisites for making or completing the Offer.

BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to BidCo's acquisition of Karnov or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

BidCo reserves the right to waive, in its sole discretion and in whole or in part, one, several or all of the conditions 1 – 7 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance, in each case without reinstating withdrawal rights, subject to applicable law.

Certain closely related party matters

Ted Keith is a partner at Long Path and a board member of Karnov. Consequently, Ted Keith has a conflict of interest pursuant to Rule II.18 of the Takeover Rules. In accordance with the Takeover Rules, Ted Keith has therefore not participated in, and will not participate in, Karnov's handling of or decisions regarding, the Offer.

Long Path's participation in the Offer means that Section III of the Takeover Rules is applicable to the Offer, entailing that the acceptance period will be at least four weeks and that Karnov is obliged to obtain and announce a fairness opinion regarding the Offer from an independent expert. The board of directors of Karnov has already obtained a fairness opinion from Grant Thornton, according to which the Offer is fair to Karnov's shareholders from a financial perspective (see "Recommendation from the board of directors of Karnov and fairness opinion" above).

Information about BidCo, Greenoaks and Long Path

BidCo is a newly established Swedish private limited liability company with corporate registration number 559476-6510, having its registered office in Stockholm and address at c/o GotYourBack, Linnégatan 18, SE-114 47 Stockholm, Sweden. As per the date of this announcement, BidCo is indirectly wholly owned by Greenoaks, and will, at the completion of the Offer, become indirectly co-owned by the Consortium. BidCo was incorporated on 4 March 2024, and registered with the Swedish Companies Registration Office on 19 March 2024. BidCo has never conducted, and currently does not conduct, any business. Its sole business purpose is to make the Offer.

Greenoaks is a leading global technology investor with approximately $10 billion of assets under management (AUM) that makes concentrated, long-term investments in category-defining businesses around the world. The firm invests behind exceptional leaders at all stages of their journeys, building enduring partnerships that last for decades. Greenoaks has been a shareholder of Karnov since 2023 and holds approximately 6.8 percent of the outstanding shares and votes in Karnov. For further information, please visit www.greenoaks.com.

Long Path makes long-duration investments in a limited number of high-quality, predictable businesses across public and private markets. Long Path has been a shareholder of Karnov since 2019 and is currently the largest owner and represented in the board of directors of Karnov. Long Path currently holds approximately 13.5 percent of the outstanding shares and votes in Karnov. For further information, please visit www.longpathpartners.com.

Greenoaks and Long Path have undertaken to co-operate on an exclusive basis in making the Offer to the shareholders of Karnov.

Financing of the Offer

The consideration payable in respect of the Offer is fully secured by funds available to BidCo by way of an equity commitment letter issued by its owners and its closely related parties.

The above-mentioned financing provides BidCo with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, the completion of the Offer is not subject to any financing condition.

Review of information in connection with the Offer

BidCo has been permitted by the board of directors of Karnov to carry out a limited confirmatory due diligence review of Karnov in connection with the preparation of the Offer. In connection with such due diligence review, BidCo has received Karnov's interim report for January – March 2024, which will be made public by Karnov on 3 May 2024. The board of directors of Karnov has informed BidCo that, with the exception of the aforementioned preliminary financial information, no inside information has been disclosed to BidCo during the due diligence process.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in BidCo's opinion, are acceptable.

According to BidCo's assessment, the Offer will require customary merger control approval in Spain. BidCo has initiated the work on filings relevant for the Offer. BidCo expects relevant clearances to be obtained prior to the end of the acceptance period.

Preliminary timetable[10]

BidCo reserves the right to extend the acceptance period for the Offer, as well as postpone the settlement date. A notice of any such extension or postponement will be announced by BidCo by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

If BidCo, in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of outstanding shares in Karnov, BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Karnov and to promote delisting of Karnov's ordinary shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between BidCo and the shareholders in Karnov 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 statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. BidCo has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 2 May 2024 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. On 3 May 2024, BidCo informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and the above-mentioned undertaking towards Nasdaq.

Advisors

Nordea Bank Abp, filial i Sverige ("Nordea") is acting as the sole financial advisor to BidCo and as financial advisor to Greenoaks. J.P. Morgan is also acting as financial advisor to Greenoaks. Roschier Advokatbyrå AB and Kirkland & Ellis LLP are acting as legal advisors to Greenoaks and BidCo in connection with the Offer. Hannes Snellman Advokatbyrå AB is acting as legal advisor to Long Path in connection with the Offer.

Goldcup 35013 AB

The board of directors

Information about the Offer

Information about the Offer is made available at www.cases-offer.com.

For additional information, please contact:

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 BidCo in accordance with the Takeover Rules on 3 May 2024 at 07:40 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 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.

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 BidCo and Karnov. Any such forward-looking statements speak only as of the date on which they are made and 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.

Nordea is acting for BidCo and no one else in connection with the Offer and will not be responsible to anyone other than BidCo for providing the protections afforded to clients of Nordea, or for giving advice in connection with the Offer or any matter referred to herein.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Karnov, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be 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 Karnov domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Karnov'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 Karnov to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Karnov'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 applicable exemptions 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.

It may be difficult for Karnov'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 Karnov and 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. Karnov's shareholders may not be able to sue Karnov or 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 Karnov or 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, BidCo and its affiliates or its brokers and its brokers' affiliates (acting as agents for 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 Karnov 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, the financial advisors to BidCo may also engage in ordinary course trading activities in securities of Karnov, 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 BidCo 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.