NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE
UNLAWFUL OR REQUIRE PRIOR APPROVAL.
KMC Properties ASA ("KMCP") and BEWI Invest AS ("BEWI Invest", ticker "BINT")
are in discussions regarding a potential statutory all-share merger pursuant to
Chapter 13 of the Norwegian Public Limited Liability Companies Act (the "PLC
Act"), with KMCP as the surviving legal entity (the "Merger"). KMCP will upon
completion of the Merger acquire and assume all assets, rights and liabilities
of BEWI Invest, in exchange for the shareholders of BEWI Invest receiving new
shares in KMCP (the "Consideration Shares"). The combined entity is intended to
remain listed on Euronext Oslo Børs under a new company name to be determined in
connection with the Merger.
KMCP's per share valuation in the Merger is agreed to be NOK 5.80, which is
equal to the price per share to be paid in the mandatory offer to be made by
Bekken Invest AS ("Bekken Invest"), as announced on 16 September 2025 (the
"Mandatory Offer"). The valuation of BEWI Invest for the purpose of the Merger
shall be finally determined to reflect (i) an agreed value of BEWI Invest's
shares in BEWI ASA based on historical trading prices and a control premium