Orkla Brands AS makes mandatory offer for Rieber & Søn ASA - resolves compulsory acquisition

Not for distribution in Canada, Australia, New Zealand or South Africa

Orkla Brands AS (OBAS) has today completed its acquisition of 69,900,380 shares in Rieber & Søn ASA (RIE), cf.  press release of today. After the acquisition OBAS owns 90.11% of the shares in RIE.

As a consequence of the acquisition OBAS has resolved to make a mandatory offer for all remaining shares of RIE not already owned by OBAS. The offer is being made in accordance with the provisions of Chapter 6 of the Norwegian Securities Trading Act.

The offer price is NOK 67.45 per share, which is the same price per share as paid to the Rieber family. The offer period is from and including 29 April 2013 to 27 May 2013 at 16:30 (CET). Settlement of the offer will take place no later than 10 June 2013.

OBAS has engaged DNB Markets as financial adviser and receiving agent in connection with the offer.

The complete details of the offer are included in an offer document which is being sent to the shareholders of RIE, except for shareholders in jurisdictions where the offer document may not be lawfully distributed. The offer document may be obtained from DNB Markets, Dronning Eufemias gate 30, P.O. Box 1600 Sentrum, N-0021 Oslo, and will also be made available on www.dnb.no/emisjoner, www.orkla.com and www.rieberson.com from and including 29 April 2013.

Since OBAS has become the owner of shares representing more than 90% of the total share capital and voting rights of RIE, the board of directors of OBAS has furthermore resolved to implement a compulsory acquisition of all RIE shares not already owned by it (except for treasury shares held by RIE). The compulsory acquisition is being carried out in accordance with section 4-25 of the Norwegian Public Limited Companies Act. The compulsory acquisition will be carried out with effect from before opening of the stock exchange the first day in the offer period for the mandatory offer, i.e. 29 April 2013. The redemption price offered for each share in the compulsory acquisition is NOK 67.45, which is equal to the offer price in the mandatory offer.

When the compulsory acquisition becomes effective the title to all shares in RIE not already owned by OBAS or RIE will automatically be transferred to OBAS, upon which OBAS will be the owner of 100% of the RIE shares (except for treasury shares held by RIE). After this the former shareholders will only have a payment claim for their former shares. OBAS has deposited the total redemption amount into a blocked account with DNB Bank ASA as security for such claim in accordance with the Norwegian Public Limited Companies Act section 4-25 (5).

Any objections to, or rejection of, the offered redemption price must be made at the latest within 1 July 2013. Former shareholders of RIE who do not object to, or reject, the offered redemption price within this deadline will be deemed to have accepted the offered redemption price.

The offer document for the mandatory offer also constitutes a notification of the compulsory acquisition in accordance with the Norwegian Public Limited Companies Act section 4-25 (3).

This notification does not in itself constitute an offer. The offer will only be made on the basis of the offer document and can only be accepted pursuant to the terms of such document.

Orkla ASA
Oslo, 26 April 2013

Ref.:
Håkon Mageli, EVP Corporate Communications and Corporate Affairs
Mobile: +47 928 45 828

Rune Helland, SVP Investor Relations
Tel.: +47 22 54 44 11

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.