AKKA Technologies SE (ENXTPA:AKA) delivered a letter to acquire remaining 99.5% stake in Data Respons ASA (OB:DAT) from a group of shareholders for NOK 3.6 billion on December 4, 2019. AKKA Technologies SE (ENXTPA:AKA) entered into a transaction agreement to acquire remaining 99.5% stake in Data Respons ASA (OB:DAT) from a group of shareholders on December 15, 2019. Under the terms of the agreement, AKKA Technologies SE will put forward a recommended voluntary cash offer to acquire all of the shares of Data Respons ASA for a consideration of NOK 48 per Data Respons share. The offer will be financed by cash at hand and drawdown of existing debt arrangements. Withdrawal, amendment or qualification of the recommendation from the Board of Directors of Data Respons in case of a competing offer will trigger an obligation for Data Respons to pay a break fee of NOK 10 million to AKKA Technologies if the offer is not completed. AKKA Technologies has no current plans to make changes to the Data Respons' workforce following completion. The offer will be subject to customary closing conditions for Norwegian takeovers, including but not limited to AKKA obtaining customary regulatory approval from the German Federal Cartel Office and a minimum, waivable, acceptance level of 90% of the issued and outstanding share capital of Data Respons. If AKKA acquired stake increased to more than 90% then it will have the right to initiate a compulsory acquisition (squeeze-out) of remaining Shares not owned by AKKA. The offer will not contain any conditions as to financing or due diligence. An offer document will be sent to Data Respons' shareholders following review and approval by the Oslo Stock Exchange. As of December 5, 2019, The Board of Directors of Data Respons approved the transaction. The Board of Directors of Data Respons has unanimously decided to recommend the shareholders of Data Respons to accept the offer. Shareholders representing approximately 43% of the total share capital of Data Respons have already given their pre-acceptances to the offer, subject to customary conditions. This includes pre-acceptances from each of the members of the Board of Directors and executive management holding shares in Data Respons, which represent approximately 7% of Data Respons' issued share capital.

AKKA intends to make a compulsory acquisition of the remaining shares in Data Respons upon acquiring more than 90% of the shares in Data Respons under the offer. Further, subject to the outcome of the offer, AKKA intends to propose to the general meeting of Data Respons that an application is filed with the Oslo Stock Exchange to de-list the shares from the Oslo Stock Exchange. The offer period is expected to start mid-January and is expected to be four weeks from the date of approval of the offer document, subject to extension by AKKA. AKKA Technologies must publicly announce that the conditions for closing of the offer have been met or waived at the latest on May 31, 2020. As of January 30, 2020, German competition authority approved the transaction. Following this decision of the German authorities, the only condition for the completion of the transaction is the obtaining of 90% of the issued and outstanding share capital of Data Respons. The offer period will start on January 13, 2020 and will lapse on February 10, 2020, subject to an extension of the offer period at the discretion of the AKKA Technologies, who may not go to- after March 23, 2020. As on February 10, 2020, the initial period of the offer ended. 64% of Data Respons' shares were successfully tendered. AKKA extended the offer period for two additional days until February 12, 2020, in order to allow to the last shareholders to tender their shares to the offer. Upon expiry of the acceptance period at on February 12,2020, and based on a preliminary review, AKKA has received acceptances under the offer which, together with shares already owned, in total amounts to 55.04 million shares, representing in total 72.89% of issued and outstanding shares in Data Respons. AKKA Technologies maintains its right to further extend the offer period (one or several times), but not beyond March 23, 2020. The acquisition is expected to be strongly accretive to AKKA 2020 EPS by more than 10% before synergies, and well-above 20% with fully phased-in synergies. Svenska Handelsbanken AB (publ) (OM:SHB A) acted as an independent fairness opinion provider to Board of Directors of Data Respons. J.P. Morgan Securities Plc acted as financial advisor to AKKA and DNB Markets acted as domestic financial advisor and receiving agent. Advokatfirmaet Thommessen AS acted legal advisor to AKKA in connection with the offer. ABG Sundal Collier Holding ASA (OB:ASC) acted as financial advisor and Advokatfirmaet CLP DA acted as legal advisor to Data Respons.