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INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
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Oslo, 19 December 2025 at 07:30 (CET).
Reference is made to the stock exchange announcement published on 27 November
2025 regarding the agreement with Bidco Clover AS (the "Bidder") to launch a
recommended voluntary cash offer for all issued and outstanding shares (the
"Shares") in Spir Group ASA (the "Company") not already directly or indirectly
controlled by the Bidder at an offer price of NOK 8.567 per share (the "Offer").
The board of directors of the Company (the "Board") has provided a
recommendation of the Offer which is included in the offer document for the
Offer (the "Offer Document").
The Offer Document was approved by the Norwegian Financial Supervisory Authority
in its capacity as take-over supervisory authority on 18 December 2025. The
Offer is only capable of being accepted pursuant to the Offer Document. The
Offer Document will be sent to the Company's shareholders with known addresses
registered in the Company's shareholder register in Euronext Securities Oslo,
the central securities depository in Norway (the "VPS"), as of the date hereof,
in jurisdictions where the Offer Document may be lawfully distributed. Subject
to regulatory restrictions in certain jurisdictions, the Offer Document is also
available at the following webpage:www.nordea.com/en/issuances and may be
obtained free of charge during ordinary business hours at the offices of the
receiving agent, Nordea Bank Abp, filial i Norge.
The offer period for the Offer will commence today, at 09:00 CET on 19 December
2025, and will expire at 16:30 CET on 16 January 2026, subject to any extensions
at the sole discretion of the Bidder (the "Offer Period"). The terms and
conditions of the Offer, including procedures for how to accept the Offer, are
set out in the Offer Document.
Key Terms of the Offer:
- Offer Price: NOK 8.567 per Share, subject to adjustment pursuant to the terms
and conditions of the Offer.
- Offer Period: From 19 December 2025 at 09:00 CET to and including 16 January
2026 at 16:30 (CET), subject to any extensions at the sole discretion of the
Bidder. The Offer Period will in no event be extended beyond 16:30 CET on 27
February 2026, which would correspond to a total Offer Period of ten (10) weeks.
- Receiving Agent: Nordea Bank Abp, filial i Norge.
The Offer Price represents:
- A premium of 37.73% to the closing price of the Shares on 26 November 2025,
which was the last trading day prior to the announcement of the Offer