Bewi Invest AS

M&A Activity • Oct 1, 2021

BEWI launches offer to acquire all shares in Jackon Holding AS

BEWI launches offer to acquire all shares in Jackon Holding AS

BEWI ASA ("BEWI" or the "Company"), a leading provider of packaging, components,

and insulation solutions, today announces that the company launches an offer to

acquire up to 100% of the shares in Jackon Holding AS ("Jackon"), a leading

provider of insulation and building systems to the construction industry, as

well as special products and packaging, made from expanded polystyrene (EPS) and

extruded polystyrene (XPS).

The Jackon group is a family-owned industrial group based in Fredrikstad,

Norway. In 2020, Jackon had revenues of approximately NOK 3,150 million and an

EBITDA of approximately NOK 362 million. The company has approximately 850

employees and more than 20 facilities in Norway, Sweden, Finland, Denmark,

Germany, and Belgium.

"BEWI has outlined significant growth ambitions, both organically and through

acquisitions. Jackon and BEWI are the two largest integrated providers of EPS in

Europe, and by combining the two, we achieve number one market positions in

almost all our market segments, which strengthens our growth prospects and

framework to pursue further attractive M&A opportunities," says CEO of BEWI,

Christian Bekken.

"We see a significant potential for synergies by combining our companies. We

have launched our ambition to increase the return on capital to 20 per cent, and

this transaction supports that target," adds Bekken.

The offer period for BEWI's offer expires on 15 October 2021. The offer reflects

an enterprise value (i.e., on a cash and debt free basis and with an agreed

level of working capital) of Jackon of NOK 3,100 million to NOK 3,600 million.

The Jackon shareholders are offered consideration in the form of new BEWI shares

or in cash. The top level of the valuation interval assumes that all Jackon

shareholders accept consideration in the form of shares in BEWI ("Consideration

Shares"), while the lower end assumes that the purchase price will be settled in

cash. The Consideration Shares will be issued at a price of NOK 45.9925, which

equals the volume weighted average share price on the Oslo Stock Exchange the

last 14 trading days and will be subject to a 12-months lock-up.

The offer is subject to shareholders representing at least 50 per cent of the

shares in Jackon accepting the offer and entering into a share purchase

agreement with BEWI, that the right of first refusal under the articles of

association of Jackon is not exercised and that Jackon's board of directors

approves the acquisition. Further, the completion of the transaction will be

subject to satisfactory due diligence, resolution of the BEWI general meeting to

issue the Consideration Shares, and customary closing conditions, including

regulatory approvals. The majority shareholder of BEWI, Frøya Invest AS, has

confirmed that they will vote in favour of the issuance of the Consideration

Shares. Assuming satisfaction of these conditions, the transaction is expected

to be completed by the end of the fourth quarter of 2021.

BEWI will finance the transaction by the issuance of Consideration Shares and

from cash sources available to BEWI.

Carnegie AS is acting as financial advisor to BEWI and Advokatfirmaet Thommessen

AS and Cirio Advokatbyrå AB is acting as legal advisors to BEWI.

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756

1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation

solutions. The company's commitment to sustainability is integrated throughout

the value chain, from production of raw materials and end goods, to recycling of

used products. With a vision to protect people and goods for a better every day,

BEWI is leading the change towards a circular economy.

BEWI ASA is listed at the Oslo Børs under ticker BEWI.

The information is such that BEWI ASA is required to disclose in accordance with

the EU Market Abuse Regulation and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. The

information was submitted for publication, through the agency of the contact

persons set out above, at 23:00 CEST on 1 October 2021.