Commencement of voluntary cash offer to acquire all shares in Mercell Holding ASA

Commencement of voluntary cash offer to acquire all shares in Mercell Holding ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement made on 25 May 2022 regarding the contemplated voluntary cash offer (the "Offer") from Spring Cayman Bidco, LLC to acquire all shares (the "Shares") of Mercell Holding ASA ("Mercell"). Reference is also made to the announcement made by the Oslo Stock Exchange today, in its capacity as take-over authority, where it was announced that the offer document for the Offer (the "Offer Document") was approved.

Commencement of the Offer is hereby announced. The Offer is being made by Spring Bidco (Norway) AS (the "Offeror"), an affiliate of Spring Cayman Bidco, LLC, on the terms and conditions set out in the Offer Document prepared by the Offeror dated 10 June 2022. The Offer is a result of a strategic process conducted by the Board of Directors of Mercell, and the Board has unanimously decided to recommend the shareholders of Mercell to accept the Offer.

Funds managed by Viking Venture AS and Luxor Capital Group, who combined own 24.04% of the Shares, have entered into irrevocable undertakings to accept the Offer. The pre-acceptances cannot be withdrawn irrespective of whether a competing offer is made.

Subject to the terms and conditions set out in the Offer Document, the Offeror is offering a cash consideration of NOK 6.30 per Share of Mercell (the "Offer Price"). The Offer Price represents:

• a premium of 110% compared to the closing Share price of NOK 3.005 on 24 May 2022 (being the last trading day before announcement of the recommended voluntary offer);

• a premium of 120% above the volume weighted average price (“VWAP”) of the Shares for the three-month period ending on 24 May 2022; and
• a premium of 58% above the VWAP of the Shares for the six-month period ending on 24 May 2022.

The acceptance period for the Offer will commence at 09:00 hours CEST on 13 June 2022 and expire at 16:30 hours (CEST) on 13 July 2022. The acceptance period can be extended by the Offeror, but will not be extended beyond 16:30 hours (CEST) on 22 August 2022.

“We believe the bid represents a fair valuation of Mercell. This is supported by the Board's unanimous recommendation of the bid after having considered the Offer Price and the other terms and conditions of the Offer”, said A.J. Rohde, a Senior Partner at Thoma Bravo. “This transaction would allow Mercell to better achieve its long-term potential, benefiting from Thoma Bravo’s operational and investment expertise as we work alongside the management team to support the company’s growth as a private company.”

The complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, is set out in the Offer Document. The Offer can only be accepted based on the Offer Document. The Offer Document will be sent to all shareholders in the Company registered in the Company's shareholder register in Euronext VPS as of the date of the Offer Document who are resident in jurisdictions where the Offer Document may be lawfully distributed.

The Offer Document will, subject to regulatory restrictions in certain jurisdictions, also be made available at www.seb.no from 13 June 2022, the date for commencement of the acceptance period.

About the Offeror:

Spring Bidco (Norway) AS (under name change from NFH 220405 AS) is a private limited liability company formed and registered pursuant to Norwegian law, and indirectly wholly owned by funds advised or managed by Thoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more than USD 114 billion in assets under management as of 31 March 2022. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing over USD 190 billion in enterprise value.

Advisors:

Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial advisor to the Offeror and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors to the Offeror and Thoma Bravo.

ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and Advokatfirmaet Thommessen AS as legal advisor to Mercell.

Contact info:

Megan Frank, Thoma Bravo Communications

Phone: +1 212 731 4778

Email: mfrank@thomabravo.com

or

Alexandra Barganowski, Fogel & Partners

Phone: +46 72 0832750

Email: alexandra.barganowski@fogelpartners.se

Important notice:

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 Offeror and Mercell assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This release may contain certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Mercell or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.