Volue ASA

M&A Activity • Aug 19, 2024

Start of Offer Period for Edison Bidco AS' Voluntary Tender Offer to Acquire All of the Issued and Outstanding Shares in Volue ASA for NOK 42 Per Share

Start of Offer Period for Edison Bidco AS' Voluntary Tender Offer to Acquire All of the Issued and Outstanding Shares in Volue ASA for NOK 42 Per Share

NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG; NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

Oslo, 19 August 2024 – Reference is made to the stock exchange announcement made on 8 July 2024 where Edison Bidco AS (the "Offeror"), an indirect subsidiary of funds managed by Advent International, L.P. and/or certain of its affiliates ("Advent") and funds advised by Generation Investment Management LLP ("GIM" or "Generation") announced its intention to launch a voluntary tender offer to acquire all of the outstanding shares (the “Shares”) in Volue ASA ("Volue" or the "Company") (the "Offer") at a price of NOK 42.00 per Share (the "Offer Price"). On completion of the Offer, the Offeror will be controlled by Advent, Generation and Arendals Fossekompani ASA ("AFK" or "Arendals Fossekompani")) (each an "Investor" and collectively, the "Investors").

This marks the formal kick off of the process announced in July this year, whereby the Offeror seeks to acquire all shares in Volue. As described below, more information will now be sent, by mail, to all registered shareholders. An acceptance form will be attached, and shareholders who wish to accept the offer and receive cash payment for their shares, will need to complete, sign and return the form as described in the documents.

The offer document for the Offer (the “Offer Document”) was approved by Euronext Oslo Børs in its capacity as take-over supervisory authority today, on 19 August 2024. The acceptance period for the Offer will commence tomorrow, 20 August 2024, and will expire at 16:30 (CEST) on 3 September 2024, subject to any extensions at the sole discretion of the Offeror (the “Offer Period”). The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document.

The Offer is only capable of being accepted pursuant to the Offer Document, and will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction, and the Offer may not be accepted by shareholders of Volue who cannot legally accept 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, the central securities depository in Norway, as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available at the following webpage: www.abgsc.com/transactions and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.

Key Terms of the Offer

• Offer Price: NOK 42 per Share payable in cash, subject to adjustment pursuant to the terms and conditions of the Offer (if any).

• Offer Period: 20 August 2024 to 3 September 2024 at 16:30 (CEST), subject to any extensions at the sole discretion of the Offeror. The Offer Period will in no event be extended beyond 29 October 2024.

• Receiving Agent: ABG Sundal Collier ASA.

The Offer Price represents a premium of:

• 51% to the closing price of the Shares on Euronext Oslo Børs on 5 July 2024

• 39% to the volume weighted average price ("VWAP"), adjusted for any dividends, of the Shares during the last three months up to and including 5 July 2024;

• 50% to the VWAP, adjusted for any dividends, of the Shares for the six months up to and including 5 July 2024.

The Offer Price corresponds to an equity value of Volue of approximately NOK 6 billion.

Shareholders representing an aggregate of approximately 67% of the Shares and votes in the Company, including AFK's acceptance pursuant to a contribution agreement entered into with the Offeror (the "Contribution Agreement"), have irrevocably undertaken to accept the Offer. Under the Contribution Agreement, AFK will transfer a total of 86,316,779 Shares to the Offeror. For more information on the Contribution Agreement, please refer to the Offer Document.

Advisers

Carnegie AS is acting as financial advisor while Advokatfirmaet Schjødt AS and Kirkland & Ellis International are acting as legal advisors to the Offeror, Advent and Generation and Clifford Chance LLP is acting as legal advisor to Generation. ABG Sundal Collier ASA is acting as financial advisor to AFK and will also be receiving agent for Edison Bidco AS while Advokatfirmaet Wiersholm AS is acting as legal advisor to AFK. First House is acting as communication advisors to Advent, AFK and Generation.

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The Offer, the Offer Document 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 related acceptance forms 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 a tender 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.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company 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 is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer is being made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including this Offer Document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer is being made by the Offeror and no one else.

The Offer relates to shares of a Norwegian company listed and trading on Euronext Oslo Børs and is subject to the legal provisions of the Norwegian Securities Trading Act 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 this Offer Document 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.

The Offer is being made to U.S. Holders pursuant to section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier I” tender offer, 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 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 the relevant rules of the Securities Trading Act, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.

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 outside the United States 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. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the Financial Advisor may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved this Offer or reviewed it for its fairness, nor have the contents of this Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States. Any representation to the contrary is a criminal offence in the United States.