Altor completes the public cash offer to the shareholders in Permascand Top Holding AB at 95 percent and extends the acceptance period

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this press release and in the offer document which will be published before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Important information to shareholders in the United States" at the end of this press release.

PRESS RELEASE

5 FEBRUARY 2024

On 19 December 2023, Altor PC AB ("Altor" or the "Offeror"), a company controlled by Altor Fund VI (No. 1) AB and Altor Fund VI (No. 2) AB ("Altor Fund VI")[1], announced a public cash offer to the shareholders in Permascand Top Holding AB ("Permascand" or the "Company") to tender all shares in Permascand to the Offeror at a price of SEK 17 per share (the "Offer"). On 22 January 2024, Altor announced that it had decided to extend the acceptance period up to and including 2 February 2024 and that the price of SEK 17 per share in the Offer will not be increased.

At the end of the extended acceptance period on 2 February 2024, the Offer had been accepted by shareholders representing 56,501,583 shares, corresponding to approximately 95 percent of the total number of outstanding shares[2] and votes in Permascand.[3]

Today, Altor announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional and Altor will complete the acquisition of the shares tendered in the Offer. Altor also announces that it has resolved to further extend the acceptance period for the Offer up to and including 17:00 (CET) 16 February 2024 to allow remaining shareholders in Permascand to accept the Offer.

"We are excited to embark on this journey together with Permascand's management and employees. We are impressed by the quality of the company's products as key components into different industrial processes. With hydrogen production as a key end market, the growth opportunity is very tangible, but will require significant expansion in capacity. We are ready to support Permascand on this important transformation.", Clara Zverina, Principal at Altor Equity Partners.

Altor has not acquired any shares in Permascand outside the Offer. Altor does not hold any other financial instruments that provide a financial exposure to Permascand's shares.

Settlement in respect of shares duly tendered on or before 2 February 2024 is expected to commence on or about 12 February 2024. Settlement for shares duly tendered in the Offer during the extended acceptance period is expected to commence around 23 February 2024.

Since the Offer is now unconditional, shareholders who have accepted the Offer, or shareholders who accept the Offer during the extended acceptance period, have no right to withdraw their acceptances.

Altor may acquire additional shares in Permascand during the extended acceptance period.

With reference to the outcome, Altor intends to initiate compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) regarding the remaining shares in Permascand and to promote a delisting of Permascand's shares from Nasdaq First North Growth Market.

The offer document in Swedish and English and other information about the Offer are available on www.permascandoffer.com and www.sebgroup.com/prospectuses.

The information in this press release has been published by Altor PC AB in accordance with the Takeover rules for certain trading platforms issued by the Swedish Stock Market Self-Regulation Committee. The press release was submitted for publication on 5 February 2024 at 14:15 (CET).

For additional information, please contact:

For more information about the Offer, please see: www.permascandoffer.com and www.sebgroup.com/prospectuses

For media enquiries, please contact:

Karin Åström, Head of Communications, Altor Equity Partners

Email: [e-mail]

Telephone: [phone]

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.

This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Accordingly, this press release or any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or to any Australian, Hong Kong, Japanese, Canadian, New Zealand or South African persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Hong Kong, Japan, Canada, New Zealand or South Africa will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, not being located or participating in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa and not acting on a non-discretionary basis for a principal that is an Australian, Hong Kong, Japanese, Canadian, New Zealand or South African person, or that is located in or giving order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. the Offeror will not deliver any consideration relating to the Offer to Australia, Hong Kong, Japan, Canada, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand or South Africa must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forwardlooking information. Such information may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside the Offeror's control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and the Offeror do not have any obligation (and undertake no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

Important information to shareholders in the United States

Shareholders in the United States are advised that Permascand's shares are not listed on a U.S. securities exchange and that Permascand is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and Permascand is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer described in this press release will be made for the issued and outstanding shares in Permascand, a company incorporated under Swedish law and domiciled in Sweden, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. The Offer will be made in the United States in compliance with Section 14(e) of the U.S. Exchange Act and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of Swedish law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States.

The Offer is made to Permascand's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Permascand to whom an offer is made. Any information documents, including this press release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Permascand's other shareholders. Financial statements and financial information included in the information documents are prepared in accordance with IFRS that may not be comparable to the financial statements or financial information of U.S. companies. In accordance with, and subject to the restrictions under, applicable laws, rules and regulations, including Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or its brokers and its broker's affiliates (acting as agents for, on behalf of or in concert with, the Offeror or its affiliates, as applicable) may from time to time after the date of this press release and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase, outside the United States, shares in Permascand that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Permascand of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Permascand, which may include purchases or arrangements to purchase such securities.

To the extent required in Sweden, any information about such purchases will be made public in Sweden in the manner required by Swedish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a U.S. holder of shares in Permascand may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of shares in Permascand is urged to consult its independent professional advisor regarding the tax consequences of accepting the Offer.

It may be difficult for Permascand's shareholders to enforce their rights and any claims they may have arising under U.S. federal securities laws since the Offeror and Permascand are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Permascand's shareholders may not be able to sue the Offeror or Permascand or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Permascand and their respective affiliates to subject themselves to a U.S. court's judgment.

 

[1] Managed by Altor Fund Manager AB.

[2] The number of outstanding shares in Permascand amounts to 59,313,529 shares.

[3] Prior to the announcement of the Offer, Altor did not hold any shares, or any other financial instruments carrying a financial exposure equivalent to a shareholding, in Permascand.

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