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 JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Launch of recommended voluntary cash tender offer to the shareholders of Zalaris
ASA and commencement of offer period
Reference is made to the stock exchange announcement published on 13 March 2026
regarding the transaction agreement (the "Transaction Agreement") between Kona
BidCo AS (the "Offeror"), a newly established acquisition vehicle indirectly
owned by Norvestor IX SCSp ("Norvestor IX"), and Zalaris ASA ("the "Company")
for the Offeror to, subject to certain conditions, launch a recommended
voluntary cash tender offer for all issued and outstanding shares (the "Shares")
in the Company at a price of NOK 100 per share, except for Shares owned by the
Rollover Shareholders (as defined below) and the Company, as further regulated
in the Transaction Agreement (the "Offer").
The Offer is unanimously recommended by the board of directors of the Company
(the "Board"). The Board has, as part of the basis for its considerations,
obtained a fairness opinion on the Offer from ABG Sundal Collier, which
concludes that the Offer is fair from a financial point of view.
The offer document for the Offer (the "Offer Document") was approved on 15 April
2026 by the Norwegian Financial Supervisory Authority ("NFSA") in its capacity
as take-over supervisory authority. The terms and conditions of the Offer are
set out in the Offer Document, and the Offer is only capable of being accepted
pursuant to the Offer Document.
Key terms of the Offer:
- Offer Price: NOK 100 per Share, subject to any adjustments as set out in the
Offer Document (the "Offer Price").
- Offer Period: From and including 16 April 2026 to 30 April 2026 at 16:30
(CEST), subject to any extensions at the sole discretion of the Offeror.
- Receiving Agent: Arctic Securities AS
The Offer Price represents:
- A premium of 40.1% compared to the closing trading price for the Shares on
Euronext Oslo Børs on 12 March 2026