Nortel AS

M&A Activity • Jul 10, 2023

Offer document issued – Start of offer period for Unifon Holding's recommended voluntary cash offer to acquire all outstanding shares in Nortel AS

Offer document issued – Start of offer period for Unifon Holding's recommended voluntary cash offer to acquire all outstanding shares in Nortel AS

Offer document issued – Start of offer period for Unifon Holding's recommended voluntary cash offer to acquire all outstanding shares in Nortel AS

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 DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Oslo, 10 July 2023: Reference is made to the announcement made by Nortel AS (“Nortel” or the "Company") and Unifon Holding AS (the "Offeror") on 6 July 2023. The Offeror today announces its issue of the offer document (the "Offer Document") and commencement of the offer period (the "Offer Period") for the voluntary cash offer to acquire all outstanding shares of the Company (the "Shares") at a price of NOK 27.50 per Share (the "Offer"). The Board of Directors of the Company has unanimously recommended the shareholders of the Company to accept the Offer, and shareholders representing approx. 70% of the Shares have entered into conditional sales agreement to sell their Shares, including all members of the Board and executive management of the Company.

The Offer Document will be sent to all shareholders of Nortel, as registered in the Company's shareholder register in Euronext VPS as of 7 July 2023, in jurisdictions where the Offer Document may be lawfully distributed. The Offer Document will also be available at www.dnb.no/emisjoner.

The Offer Period will commence on 10 July 2023 and expire at 16:30 hours (CEST) on 14 August 2023, subject to extensions at the sole discretion of the Offeror. The terms and conditions of the Offer, including the procedures for how to accept the Offer, are set out in the Offer Document.

Key terms of the Offer:

 The Offer Price of NOK 27.50 for the remaining outstanding shares will be settled in cash;

 The completion of the Offer will be subject to satisfaction of certain customary conditions, each one of which, to the extent legally permissible, may be waived by the Offeror, including but not limited to,

o that the Offeror obtains (i) a minimum acceptance of 90% of the share capital of Nortel (on a fully diluted basis) and (ii) relevant regulatory approvals;

o that the Board shall not have amended or withdrawn its recommendation of the Offer;

o that no material adverse change and no material breach of the transaction agreement (entered into on 6 July 2023) by Nortel have occurred; and

o the Offeror shall have entered into conditional sales agreements with all Nortel shareholders owning 2% or more of the shares in Nortel as of the date of the announcement of the Offer.

 The receiving agent for the Offer is DNB Bank ASA, Registrars Department

Advisers

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and receiving agent to the Offeror, and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Offeror.

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About Unifon Holding | www.unifon.no

The Offeror is a Norwegian private limited liability company, registration number 925 129 658 and with registered address at Rådhusgata 3, 4611 Kristiansand S, Norway. In addition, Unifon has offices located in Oslo, Bergen, Innlandet, Trondheim and Stavanger. Unifon has approximately 70 employees and an expected turnover in 2023 of NOK 315 million.

The objective of the Offeror is to own companies conducting business within telecommunication services and products. The Offeror has two wholly owned subsidiaries, Unifon AS and Unifon Salg AS.

Unifon operates within the telecom business and provides mobile services to more than 10,000 Norwegian companies. Unifon is a modern telecommunications company that delivers cost-effective and smart telephony solutions to companies all over the country.

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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. When published, 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. Shareholders (as defined below) are advised that the Nortel 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 Nortel Shareholders resident in the United States ("U.S. Shareholders") on the same terms and conditions as those made to all other Nortel Shareholders to whom an offer is made. Any information documents, including this Offer Document, are being disseminated to U.S. Shareholders on a basis comparable to the method that such documents are provided to other Nortel 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 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 this Offer Document have been determined in accordance with the Norwegian Generally Accepted Accounting Principles ("NGAAP"), 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. 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 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, Nortel Shares or any securities that are convertible into, exchangeable for or exercisable for such Nortel 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. Please see Section 1.21 (Acquisition of Nortel Shares outside the Offer) below. 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 stock exchange notice, press release or other means reasonably calculated to inform all Nortel Shareholder, including U.S. Shareholders, 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.

It may be difficult for U.S. Shareholders to enforce their rights and claims under U.S. federal securities laws because Nortel and the Offeror are Norwegian companies and some or all of the relevant officers and directors of the Company are resident outside of the United States. The Nortel Shareholders may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws and it may be difficult to compel the Offeror or the Company and their respective officers or directors to subject themselves to a U.S. court’s judgment.

The receipt of cash pursuant to the Offer by a U.S. Shareholder 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 U.S. Shareholder is urged to consult its own legal, tax and financial advisors in connection with making a decision regarding the Offer.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE IN THE UNITED STATES.