NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Trondheim, 26 September 2023
Juniper Holdco AS ("Juniper") and Rieber & Søn AS ("Rieber") have today entered
into a conditional agreement for Juniper to acquire Rieber's 62.8% shareholding
in Q-Free ASA ("Q-Free" or the "Company") at a price of NOK 12.00 per share (the
"Purchase Price") (the "Transaction").
Subject to completion of the Transaction, Juniper will make an offer at NOK
12.00 per share to the remaining shareholders as specified in Chapter 6 of the
Norwegian Securities Act (the "Mandatory Offer"). Juniper, Rieber and the
Company have entered into a transaction agreement, regulating the rights and
obligations of the parties in connection with the Transaction and the Mandatory
Offer.
Juniper is 70% owned by a subsidiary of Guardian Capital Group Limited
("Guardian") and 30% owned by Rieber, a Bergen based privately held investment
firm.
The Purchase Price represents a premium of:
· 99.34% to the closing price on the Oslo Stock Exchange on 25 September 2023,
being the last trading day prior to the date of this announcement