Entra

M&A Activity • Jan 29, 2021

Statement from the Board regarding the voluntary offers for all shares in Entra ASA

Statement from the Board regarding the voluntary offers for all shares in Entra ASA

29.1.2021 11:30:53 CET | Entra ASA | Additional regulated information required

to be disclosed under the laws of a member state

Reference is made to the voluntary offer made by Castellum Aktiebolag AB (publ)

("Castellum") on 7 January 2021 ("the Castellum Offer") and the voluntary offer

made by Samhallsbyggnadsbolaget i Norden AB (publ) ("SBB") on 21 January 2021

(the "SBB Offer", and together with the Castellum Offer, the "Offers") for all

shares of Entra ASA ("Entra" or the "Company").

The Board of Directors (the "Board") of Entra has reviewed the Offers and

considered factors that the Board deems material and relevant for the assessment

of whether any of the Offers should be accepted by the shareholders of Entra.

These factors include, but are not limited to, Entra's current asset base and

overall market position, its expected future development given its business plan

and thereto related possibilities and risks, as well as evaluation of the

relevant merits of the Castellum Offer and the SBB Offer. When comparing the

Offers, the Board has inter alia considered short- and long-term value

implications, the cash/share component of the offered considerations, and the

strategic rationale for and implication of a combination.

The Board has also considered alternative strategic options available to Entra.

In its work the Board has consulted with ABG Sundal Collier ASA as financial

advisor and Wikborg Rein Advokatfirma AS as legal advisor.

Both offers are subject to acceptance by shareholders representing more than 90

% of the outstanding shares in Entra. Fastighets AB Balder (publ) and

Folketrygfondet (the Government Pension Fund Norway), holding more than 30% of

the outstanding Entra shares, have separately publicly communicated that they do

not intend to accept either of the Offers. On this basis, none of the offerors

can achieve 90% acceptance, and in absence of waiver of this condition, both

Offers will lapse.

"The Board recommends the Entra shareholders with a long term view on their

investment to not accept any of the Offers. The recommendation is based on

available information. The Board's conclusion is based on its view of the

Company's capability to generate competitive returns in the future, the

strategic merit of a focused Entra and supported by the communicated positions

of the Company's two largest shareholders. The Board is strongly committed to

continue its work to create further shareholder values in an independent Entra.

The recommendation is unanimous," says Siri Hatlen, chair of the Board.

The complete recommendation of Entra as required by the Norwegian Securities

Trading Act section 6-16 ref section 6-19 from the Board is attached to this

announcement. Given the situation with two competing Offers in the market, on

different timelines, the Board has found it appropriate to consider both Offers

concurrently.

The Board retains the right to amend, qualify or withdraw its recommendation

with respect to the Offers.

The Board has currently not entered into any restrictive agreements with respect

to its possibility to pursue and engage in respect of other strategic

opportunities for Entra and its shareholders.

The Board strongly advises, also given the different nature of the Offers, that

each shareholder forms its own view of the merits of the various consideration

elements offered by SBB and Castellum in light of each shareholders' investment

strategy. Shareholders should be aware that acceptance of any of the Offers is

irrevocable and the accepting shareholders shares will in that period be blocked

and non-tradeable. This also applies in the event an Offer is amended or

extended, and for the full offer period.

For further information, please contact:

Siri Hatlen, Chair of the Board of Directors, + 47 91744863,

siri.hatlen@gmail.com

DISCLAIMER

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

ATTACHMENTS

* Download announcement as PDF.pdf

[https://kommunikasjon.ntb.no/ir-files/16126567/282/326/Download%20announceme

nt%20as%20PDF.pdf]

* Statement from the Board regarding the voluntary offers.pdf

[https://kommunikasjon.ntb.no/ir-files/16126567/282/325/Statement%20from%20th

e%20Board%20regarding%20the%20voluntary%20offers.pdf]