Apax Funds, acting through Nordahl BidCo AB, has received clearance by the European Commission for the recommended cash offer to the shareholders of Norva24 Group AB (publ)

This press release 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 press release and in the offer document which has been published on the transaction website for the Offer (www.nordahl-bidco.com). 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 press release.

On 10 March 2025, Apax Funds[1], acting through Nordahl BidCo AB[2] (the "Bidder"), announced a recommended public offer to the shareholders of Norva24 Group AB (publ) ("Norva24" or the "Company") to tender all their shares in Norva24[3] to the Bidder at a price of SEK 36.50 in cash per share (the "Offer"). The shares in Norva24 are listed on Nasdaq Stockholm, Mid Cap.

The Bidder has received clearance under the EU Merger Regulation 139/2004 by the European Commission for the recommended cash offer to the shareholders of Norva24. In addition, the Bidder has received confirmation under the Danish Investment Screening Act (Da. Investeringsscreeningsloven) that clearance is not required by the Danish Business Authority (Da. Erhvervsstyrelsen).

The completion of the Offer is inter alia conditional upon receipt of remaining necessary regulatory, governmental or similar clearances, approvals, decisions, and other actions from authorities or similar in each case on terms which, in the Bidder's opinion, are acceptable. For further information regarding the conditions for the completion of the Offer, please refer to the offer document available on the transaction website for the Offer (www.nordahl-bidco.com).

The acceptance period of the Offer commenced on 28 March 2025 and ends on 6 May 2025 at 15:00 CEST. Settlement is expected to be initiated on or around 16 May 2025. The Bidder reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and postpone the settlement date to the extent permissible under applicable laws and regulations.

Information about the Offer

Information about the Offer is made available at www.nordahl-bidco.com.

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

For media questions, please contact:

Frida Malm, Fogel & Partners

+46 730 653 885

Nordahl-bidco@fogelpartners.se

The information in this press release was submitted for publication by the Bidder on 23 April 2025 at 17.00 (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, the offer document 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, the offer document or any documentation relating to the Offer are 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, the offer document or any other document received in connection with the Offer to such persons.

Shareholders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences.

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 the Bidder and Norva24. Any such forward-looking statements speak only as of the date on which they are made and the Bidder 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 the Bidder or Norva24 have made or may make.

Jefferies GmbH is acting for the Bidder and no one else in connection with the Offer and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Jefferies GmbH, 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 Norva24, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. In the United States, the Offer is subject to the requirements of Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, in each case to the extent applicable, subject to exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act ("Tier II Exemption").

Holders of the shares of Norva24 who are resident in the United States (the "U.S. Holders") are advised that the shares of Norva24 are not listed on a U.S. securities exchange, that Norva24 is not subject to 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 (the "SEC").

The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Norva24 to whom an offer is made. Any information documents, including the offer document, will be disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Norva24’s other shareholders.

The Offer will otherwise be made 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 are different from legal requirements or customary practices in relation to U.S. domestic tender offers. As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. 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, including the Tier II Exemption. The U.S. Holders should consider that the Offer price is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate. The Bidder'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 will be governed by Swedish law and will not be the same as under a tender offer governed by U.S. law.

Norva24'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 U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

It may be difficult for Norva24'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 Norva24 and the Bidder are located in countries other than the United States, and some or all of their respective officers and directors are residents of countries other than the United States. U.S. Holders may not be able to sue Norva24 or the Bidder or their respective officers or directors, in a non-U.S. court for alleged violations of U.S. securities laws. Further, it may be difficult to compel Norva24, the Bidder and/or their respective affiliates to comply with judgements rendered by a U.S. court.

To the extent permissible under applicable Swedish and U.S. law and regulations and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Bidder and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Bidder 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 Norva24 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 advisers to the Bidder may also engage in ordinary course trading activities in securities of Norva24, 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 the Bidder 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 the Offer.

NEITHER THE SEC NOR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER OR PASSED ANY COMMENT UPON THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE, THE OFFER DOCUMENT AND ANY DOCUMENTATION RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

U.S. Holders are encouraged to consult with their own advisers regarding the Offer. For purposes of this section "United States" and "U.S." means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

[1] "Apax" refers to Apax Partners LLP. "Apax Funds" refers to funds or vehicles advised by Apax.