Treasure ASA

M&A Activity • Jun 21, 2023

Treasure ASA: Final results of the offer from Wilh. Wilhelmsen Holding ASA to acquire all outstanding shares in Treasure ASA

Treasure ASA: Final results of the offer from Wilh. Wilhelmsen Holding ASA to acquire all outstanding shares in Treasure ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES

Reference is made to the announcement by Wilh. Wilhelmsen Holding ASA ("Wilh. Wilhelmsen Holding") on 7 June 2023 regarding an offer to acquire all shares in Treasure ASA ("Treasure" or the "Company") that are not already owned by Wilh. Wilhelmsen Holding (the "Offer") on the terms and conditions set out in the offer document prepared by Wilh. Wilhelmsen Holding dated 7 June 2023 (the "Offer Document"). The acceptance period for the Offer ended today, 21 June 2023 at 16:30 CEST.

Wilh. Wilhelmsen Holding has today received acceptances under the Offer for 989,128 shares in the Company. Upon expiry of the acceptance period in the Offer, Wilh. Wilhelmsen Holding had received valid acceptances for in total 1,065,375 shares in the Company, corresponding to approximately 0.52% of the registered share capital and voting rights in the Company.

Following completion of the Offer, and subject to due settlement of the shares for which acceptances are received, Wilh. Wilhelmsen Holding will own 161,065,375 shares in Treasure, representing 78.48% of the total registered share capital and voting rights in Treasure.

The number of acceptances for which shares are received in the Offer may change based on final counting at the time of settlement.

In accordance with the terms of the Offer, settlement of the Offer will be made in NOK as soon as reasonably possible and no later than 14 calendar days after expiry of the offer period (i.e., 5 July 2023).

Wilh. Wilhelmsen Holding is a close associate of Thomas Wilhelmsen, Chairman of the Board of Directors, and Christian Berg, member of the Board of Directors of the Company. Please see the attached notification for further information.

Contact information regarding the Offer

Arctic Securities AS

Tel: +47 21 01 30 40

E-mail: subscription@arctic.com

IMPORTANT INFORMATION

This information is subject to the disclosure requirements in article 19 of Regulation (EU) No 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.

The distribution of this announcement and the making of the Offer may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan) be restricted by law. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this announcement comes, are required to, and should inform themselves of and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the offeror nor Arctic Securities AS (or any of their representatives) assume any responsibility or liability for any violation by any person whomsoever of any such restriction.

Notice to shareholders in the United States

The Offer is made to shareholders in the Company resident in the United States by the offeror and not by any other person. The Offer is for the shares of a Norwegian company listed for trading on Oslo Børs and is governed by provisions of Norwegian law. Those provisions differ considerably from the corresponding United States legal provisions. Only a limited set of United States legal provisions apply to the Offer and the Offer Document. The applicable disclosure requirements of Norwegian law are different than those of the U.S. securities laws in certain material respects. The Offer is being made in reliance upon exemptions afforded by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). The timing of payments, settlement procedures, and other timing and procedural matters of the Offer are consistent with Norwegian practice, which differs from U.S. domestic tender offer procedures.

Forward-looking statements

This announcement and/or the Offer Document may contain certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of 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.