NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, JAPAN, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the recommended voluntary cash offer to acquire all issued
and outstanding shares in Rana Gruber ASA (the "Company") by Drakkar BidCo AS
(the "Offeror") at NOK 79 per share on the terms and conditions set out in the
offer document dated 26 January 2026 (the "Offer Document") (the "Offer").
Reference is further made to the stock exchange announcement published on 26
January 2026 regarding commencement of the period where shareholders may accept
the Offer (the "Offer Period") subject to the terms and conditions in the Offer
Document.
The board of directors of the Company has unanimously recommended that all
shareholders accept the Offer and the Offer has also been pre-accepted by
shareholders of the Company holding approximately 51% of the shares, as further
described in the Offer Document. SB1 Markets AS has provided an independent
expert statement in accordance with section 6-16 of the Norwegian Securities
Trading Act, which states that the Offer is fair from a financial point of view.
The independent expert statement is attached to an announcement from the Company
on 26 January 2026.
Shareholders are hereby reminded that the Offer Period will expire at 16:30 CET
today, 24 February 2026, subject to any extensions at the sole discretion of the
Offeror, as described in the Offer Document.
Shareholders who want to accept the Offer must, prior to expiry of the Offer
Period and in accordance with the procedures set out in the Offer Document, duly
complete and return the acceptance form which is included in the Offer Document.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is available at the following webpage:
www.clarksons.com/financial/securities/investment-banking/#Transactions
Shareholders who own shares registered in the name of brokers, banks, investment
companies or other nominees, must contact such persons to accept the Offer.
The Offer may only be accepted on the basis of the Offer Document. The complete
terms and conditions for the Offer, including procedures for how to accept the
Offer and detailed information regarding settlement, are set out in the Offer
Document.
Advisors:
Advokatfirmaet BAHR AS, Stikeman Elliott LLP, Ashurst LLP and McCarthy Tetrault
LLP are acting as legal advisors to the Offeror, while Clarksons Securities AS
is acting as financial advisor for the Offeror. Wikborg Rein Advokatfirma AS is
acting as legal advisor to the Company, while DNB Carnegie, a part of DNB Bank
ASA, is acting as its financial advisor. Salto Advisers AS is acting as Investor
Relations adviser to the Company.
Contacts:
Rana Gruber ASA
Gunnar Moe, CEO of Rana Gruber +47 941 47 650 gunnar.moe@ranagruber.no
Mats Samdahl Weltz, Salto Advisers AS +47 950 46 330 msw@saltoadvisers.no
Champion and the Offeror
Michael Marcotte, CFA Senior Vice-President, Corporate Development and Capital
Markets +1-514-316-4858, Ext. 1128
Info@championiron.com
Clarksons Securities AS
oppkjop.rana@clarksons.com
* * *
IMPORTANT INFORMATION
The terms and conditions of the Offer are 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. The Offer Document and
related acceptance form will not and may not be distributed, forwarded or
transmitted into or within any jurisdiction where it is prohibited by applicable
law, including, without Canada, Australia, New Zealand, South Africa, Hong Kong,
Japan, 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 who access 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 provided in
the Offer Document. 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 Offer Document (the "Acquisition") or the Offer, and other information
published by the Company, Champion 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 the Company's, Champion'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 completion of the Offer