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 OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Zalaris ASA: Reminder of offer period expiry at 16:30 tomorrow for recommended
voluntary cash tender offer to shareholders
Reference is made to the recommended voluntary cash offer to acquire all issued
and outstanding shares (the "Shares") in Zalaris ASA (the "Company") by Kona
BidCo AS (the "Offeror") at a price of NOK 100 per Share (the "Offer Price"),
except for Shares owned by the Rollover Shareholders (as defined in the offer
document (the "Offer Document") dated 15 April 2026) and the Company (the
"Offer"). Reference is further made to the stock exchange announcement published
on 15 April 2026 regarding commencement of the period where shareholders of the
Company may accept the Offer (the "Offer Period") subject to the terms and
conditions in the Offer Document.
The Offer Price represents the Offeror's best and final offer to the
shareholders of the Company.
Shareholders are hereby reminded that the Offer Period will expire at 16:30 CEST
tomorrow, 30 April 2026, subject to any extensions at the sole discretion of the
Offeror, as described in the Offer Document.
Shareholders wishing 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.
Norwegian shareholders with BankID may accept the Offer by submitting the
electronic acceptance form available via the webpage set out below.
The Offer may only be accepted on the basis of the Offer Document. The full
terms and conditions of the Offer, including procedures for how to accept the
Offer, are set out in the Offer Document.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the following webpage: https://www.arctic.com/offerings.
Advisors
Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Arctic
Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Company, while ABG Sundal
Collier is acting as financial advisor to the Company.
Contacts
Hans-Petter Mellerud, CEO
Tel: +47 928 97 276
E-mail: hans-petter.mellerud@zalaris.com
Gunnar Manum, CFO
Tel: +47 951 79 190
E-mail: gunnar.manum@zalaris.com
Norvestor and the Offeror
Fredrik Gyllenhammar Raaum, Partner, Norvestor Advisory
Tel.: +47 93 03 28 46
Email: fgy@norvestor.com
* * *
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. 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, Hong Kong, Japan, New
Zealand, South Africa and South Korea, 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 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 to be
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 transaction agreement (the "Acquisition") or the Offer, and other
information published by the Company, Norvestor 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, Norvestor'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