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Inderes’ Disclaimer can be found here. Detailed information about each share actively monitored by Inderes is available on the company-specific pages on Inderes’ website. © Inderes Oyj. All rights reserved.

ELMRA: Independent statement related to the voluntary cash offer by Fortum Consumer Solutions for the shares in Elmera Group

ELMRARegulatory press release21.08.2026, 08.01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND,
SOUTH AFRICA AND SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.


Independent statement related to the voluntary cash offer by Fortum Consumer
Solutions for the shares in Elmera Group

Reference is made to the announcement on 21 August 2026 regarding the launch of
the recommended voluntary cash offer (the "Offer") to acquire all issued and
outstanding shares (the "Shares") in Elmera Group ASA ("Elmera" or the
"Company") by Fortum Consumer Solutions AS (the "Offeror") for a cash
consideration of NOK 47 (the "Offer Price") and commencement of the offer
period, as further described therein.

Pursuant to section 6-16 of the Norwegian Securities Trading Act, the Board of
Directors of Elmera shall provide a statement on the Offer. The Financial
Supervisory Authority of Norway, in its capacity as takeover supervisory
authority, has decided that the statement on the Offer shall be issued by an
independent expert and not by the Board of Directors of the Company, and that
such statement shall be issued by SB1 Markets AS ("SB1M") on behalf of Elmera,
ref. section 6-16 of the Norwegian Securities Trading Act.

The statement by SB1M is attached to this announcement.

The recommendation from the Board of Directors of Elmera, which is not the
statement provided under section 6-16 of the Norwegian Securities Trading Act,
is also attached to this announcement.

For further information, contact:

Steinar Sønsteby, Chair of the Board of Directors, Elmera Group ASA
Tel: +47 93055655
Email: steinar.sonsteby@atea.com

Rolf J. Barmen, CEO, Elmera Group ASA
Tel: +47 90080950
Email: rolf.barmen@elmeragroup.no





About Elmera

Elmera is a Nordic electricity retailer with its core business in the sale of
electricity to consumers and business customers in Norway, Sweden and Finland.
The Group has developed from its origins as Fjordkraft in 2001 into a broader
Nordic platform with a portfolio of established brands and selected adjacent
services, including power trading, billing and rating, and mobile telephony.
Elmera is headquartered in Bergen, Norway.


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

* * *

IMPORTANT INFORMATION

The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer and
the distribution of this announcement and other information in connection with
the Offer may be restricted by law in certain jurisdictions. When published, the
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where it is prohibited
by applicable law, including, without limitation Australia, Canada, Japan, New
Zealand, South Africa, South Korea and Hong Kong, or any other jurisdiction in
which it would be unlawful. The Offeror does not assume any responsibility in
the event there is a violation by any person of such restrictions. Persons in
the United States should review "Notice to U.S. Holders" below. 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 announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document (if and when published). The Offer will not be
made directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any tender offer
document or registration or other requirements would apply in addition to those
undertaken in Norway.

FORWARD-LOOKING STATEMENTS

This announcement, oral statements made regarding the acquisition contemplated
by the Transaction Agreement (the "Acquisition") or the Offer, and other
information published by Elmera, Fortum or the Offeror, contain certain
information and statements that may constitute "forward-looking information" or
"forward-looking statements" under applicable securities legislation
("forward-looking statements"). Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
use of words such as "will", "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates", "aims", "targets" or "believes", or variations of, or
the negatives of, such words and phrases or state that certain actions, events
or results "may", "could", "would", "should", "might" or "will" be taken, occur
or be achieved. Inherent in forward-looking statements are risks, uncertainties
and other factors beyond Elmera's, Fortum's and/or the Offeror's ability to
predict or control.

All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Acquisition,
including timing for launch and completion of the Offer; expectations regarding
whether Offer will be launched or the Acquisition will be completed, including
whether any conditions to the launch of the Offer or the completion of the
Acquisition will be satisfied or waived; the anticipated timing for completion
of the Offer and the Acquisition; the expected effects of the Acquisition on
Elmera or the Offeror; and other statements other than historical facts. Such
forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous assumptions
including regarding the business strategies and the environment in which Elmera
or the Offeror may operate in the future.

Although Elmera, Fortum and the Offeror believe the expectations expressed in
such forward-looking statements are based on reasonable assumptions, such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, most of which are beyond the control of such parties, which may
cause actual results, performance or achievements to differ materially from
those expressed or implied by such forward-looking statements.

If any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither Elmera,
Fortum, the Offeror, nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement will
actually occur. Given these risks and uncertainties, potential investors should
not place any reliance on forward-looking statements.

All of the forward-looking statements contained in this announcement are given
as of the date hereof and are based upon the opinions, estimates and information
available as at the date hereof. Elmera, Fortum and the Offeror disclaim any
intention or obligation to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. If one or more forward-looking statements is updated,
no inference should be drawn that additional updates with respect to those or
other forward-looking statements will be made. The foregoing list of risks and
uncertainties is not exhaustive. Readers should carefully consider the above
factors as well as the uncertainties they represent and the risks they entail.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share. Certain figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States ("U.S. Holders") are advised that the
Shares are not listed on a U.S. securities exchange and that Elmera is not
subject to the 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
thereunder.

The Offer will be made for the issued and outstanding Shares of Elmera (other
than Shares owned by Elmera), a company incorporated under Norwegian law, and is
subject to Norwegian disclosure and procedural requirements, which are different
from those of the United States. If made, the Offer is expected to be made to
U.S. Holders as a "Tier I" tender offer as provided in Rule 14d-1(c) of
Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject
to any available exemptions, and otherwise in compliance with the disclosure and
procedural requirements of Norwegian law, including with respect to the Offer
timetable, settlement procedures and timing of payments, which may be different
from requirements or customary practices in relation to tender offers for U.S.
domestic issuers that are subject to the more fulsome requirements of Regulation
14D and 14E under the U.S Exchange Act.

The Offer will be made to U.S. Holders on the same terms and conditions as those
made to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, will be disseminated to U.S. Holders in
English on a basis comparable to the method that such documents are provided to
Elmera 's other shareholders to whom the Offer is made. The Offer will be made
by the Offeror and no one else. U.S. Holders are encouraged to consult with
their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror 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 or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.

To the extent information about such purchases or arrangements to purchase is
made public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisor to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with applicable law.
To the extent required in Norway, any information about such purchases will be
made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. The shareholders of the
Company may not be able to sue the Offeror or the Company or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to subject themselves to a U.S. court's judgment.
dents of non-U.S. jurisdictions. The shareholders of the\
Company may not be able to sue the Offeror or the Company or their respective\
officers or directors in a non-U.S. court for violations of the U.S. federal\
securities laws. It may be difficult to compel the Offeror and the Company and\
their respective affiliates to subject themselves to a U.S. court's judgment.\