MRCEL: Minimum acceptance condition satisfied in the recommended voluntary cash offer to acquire all shares inMercell Holding ASA NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINTHE UNITED STATES ,CANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH-AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the offer document dated10 June 2022 (the "Offer Document") for the recommended voluntary cash offer (the "Offer") bySpring Bidco (Norway ) AS (the "Offeror") to acquire all shares inMercell Holding ASA ("Mercell ") for a cash consideration ofNOK 6.30 per share. Reference is further made to the stock exchange announcement made on13 July 2022 at 16:05 (CEST) (prior to the expiry of the initial offer period for the Offer at 16:30 (CEST) on the same date) regarding the extension of the offer period for the Offer until3 August 2022 at 16:30 hours (CEST). Subsequently to the announcement regarding extension, the Offeror received a significant number of acceptances under the Offer, and as of now, subject to customary verification, the Offeror has received acceptances under the Offer for a total of 462,474,978 shares inMercell , equalling approximately 92.0% of the outstanding shares and votes ofMercell . Currently, the Offeror does not own any shares inMercell . Consequently, it is hereby announced that, subject to customary verification of acceptances, the minimum acceptance condition for the Offer set out in section 4.2.1 ("Minimum acceptance") of the Offer Document has been fulfilled. Completion of the Offer remains subject to the fulfilment or waiver by the Offeror of the conditions for closing of the Offer as set out in section 4.2 ("Closing Conditions") of the Offer Document, other than the minimum acceptance condition and the regulatory approvals condition (which was announced as satisfied on30 June 2022 ). To the Offeror's knowledge, none of the conditions for the Offer that refer to events that shall not occur have occurred. The complete terms and conditions for the Offer and procedures for accepting the Offer are set out in the Offer Document. The Offer can only be accepted based on the Offer Document. Shareholders that want to accept the Offer, and have not already done so, must complete and submit the acceptance form which is included in the Offer Document before 16:30 hours (CEST) on3 August 2022 . The Offer Document and the acceptance form are, subject to regulatory restrictions in certain jurisdictions, available at www.seb.no, where also contact information can be found for questions related to the Offer and the acceptance form. The acceptance form includes information on how and where to submit the form in order to accept the Offer. About the Offeror:Spring Bidco (Norway ) AS is a private limited liability company formed and registered pursuant to Norwegian law, and indirectly wholly owned by funds advised or managed byThoma Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the largest private equity firms in the world, with more thanUSD 114 billion in assets under management as of31 March 2022 . The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing overUSD 190 billion in enterprise value. Advisors:Skandinaviska Enskilda Banken AB (publ),Oslo Branch, is acting as financial advisor to the Offeror and Thoma Bravo in connection with the Offer. Advokatfirmaet Schjødt AS andKirkland & Ellis LLP are acting as legal advisors to the Offeror and Thoma Bravo.ABG Sundal Collier ASA andJP Morgan are acting as financial advisors andAdvokatfirmaet Thommessen AS as legal advisor toMercell . Contact info:Megan Frank ,Thoma Bravo Communications Phone: +1 212 731 4778 Email: mfrank@thomabravo.com or Alexandra Barganowski,Fogel & Partners Phone: +46 72 0832750 Email: alexandra.barganowski@fogelpartners.se Important notice: 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 Offeror andMercell assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This release may contain certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives ofMercell or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
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