Beerenberg

M&A Activity • Sep 4, 2024

OFFER DOCUMENT ISSUED – START OF OFFER PERIOD FOR ALTRAD'S RECOMMENDED CASH OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN BEERENBERG

OFFER DOCUMENT ISSUED – START OF OFFER PERIOD FOR ALTRAD'S RECOMMENDED CASH OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN BEERENBERG

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

4 September 2024: Reference is made to the joint announcement made by Beerenberg AS ("Beerenberg" or the "Company") and Altrad Investment Authority S.A.S ("Altrad" or the "Offeror") on 21 August 2024 regarding the board recommended unregulated voluntary cash offer to acquire all outstanding shares in the Company (the "Shares"), not already owned by the Offeror, at a price of NOK 41.5 per share (the "Offer Price") (the "Offer"). The Board of Directors of the Company unanimously recommends the shareholders of the Company to accept the Offer. Furthermore, Camar Invest 3 AS, certain Board members, the CEO, CFO and the EVP Tender of the Company, together representing approx. 19.56% of the Shares, have irrevocably undertaken to accept the Offer.

The Offer Price represents:

(i) A premium of 57.8% to the unaffected closing price of the Beerenberg share on the last trading day prior to the announcement of the disposal of the 24.72% stake in the Company, i.e. 4 July 2024 of NOK 26.3;

(ii) a premium of 53.7% to the price of the block acquired by Altrad from amongst others the previous majority shareholder, Segulah IV L.P, on 5 July 2024 of NOK 27.0;

(iii) a premium of 57.2% to the volume weighted average share price over the last three months ending on 4 July 2024 of NOK 26.4; and

(iv) a premium of 80.4% to the volume weighted average share price over the last six months ending on 4 July 2024 of NOK 23.0.

The Offeror hereby announces its issue of the offer document (the "Offer Document") and the commencement of the Offer Period (as defined below) for the Offer. The Offer Document will be sent to all shareholders in the Company as registered in the Company’s shareholder register in Euronext Securities Oslo as of 3 September 2024, in jurisdictions where the Offer Document may be lawfully distributed. The Offer Document will also be available at www.danskebank.no/beerenberg from the commencement of the Offer Period.

The acceptance period for the Offer will commence today, on 4 September 2024 and expire at 16:30 hours (Norwegian time) on 2 October 2024 (the "Offer Period"), subject to extensions at the sole discretion of the Offeror. The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document.

The Offer Document has not been approved by the Oslo Stock Exchange or any other supervisory authority. The Offer may only be accepted pursuant to the terms and procedures set out in the Offer Document, which sets out the complete terms and conditions of the Offer.

Advisers

BNP Paribas is acting as exclusive financial adviser and Advokatfirmaet Wiersholm AS is acting as legal adviser to Altrad. Danske Bank, Norwegian branch is acting as receiving agent for the Offer.

SpareBank 1 Markets AS is acting as financial advisor and Wikborg Rein Advokatfirma AS is acting as legal advisor to Beerenberg.

About Beerenberg

Beerenberg has delivered cost efficient solutions to a wide range of industrial enterprises for 47 years. Beerenberg is one of the leading suppliers of maintenance and modifications services on the Norwegian Continental Shelf as well as a global provider of insulating products. The group's expertise covers the entire life cycle of the petroleum industry from field studies and newbuilds to maintenance, modifications, and lifetime extensions. The operational activities are organized in Beerenberg Services and its subsidiaries. Headquartered in Bergen, Beerenberg has offices in Stavanger and Skien in Norway and in Poland, UK, South-Korea, Thailand, Brazil, and Singapore. To learn more, please visit www.beerenberg.com.

Important Notice

The Offer is being made to shareholders of Beerenberg as resident in the United States in reliance on the Tier I exemption pursuant to Rule 14d-1 (c) under the U.S. Securities Exchange of 1934, as amended (the "U.S. Exchange Act"), and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with established practice in the Norwegian market, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.

The Offer relates to shares of a Norwegian company listed and trading on Euronext Growth Oslo and is subject to the legal provisions regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in the Offer Document concerning the Company have been determined in accordance with the International Financial Reporting Standards ("IFRS") and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States ("U.S. GAAP").

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption.

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 Offer Document and the related acceptance form will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any 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 announcement is not an offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

This announcement contains certain forward-looking statements within the meaning of the securities and 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 of Company 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.