Entra

M&A Activity • Jan 7, 2021

Castellum launches the voluntary share exchange and cash offer and invites Entra’s shareholders to join forces in creating a leading Nordic commercial real estate platform

Castellum launches the voluntary share exchange and cash offer and invites Entra’s shareholders to join forces in creating a leading Nordic commercial real estate platform

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction (including without limitation Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland) or the United States in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Norwegian law. For further information, please see section entitled “Important notice” and “Notice for U.S. shareholders” in attachment on www.newsweb.no.

Following the announcement made on December 18, 2020, to combine forces with Entra ASA (“Entra”), Castellum Aktiebolag (publ) (“Castellum”) launches the voluntary share exchange and cash offer for all outstanding shares in Entra not already owned by Castellum (the “Offer”). Subject to the terms and conditions of the Offer set out in an offer document dated January 7, 2021 (the “Offer Document”), Castellum is offering each eligible Entra shareholder 8 newly issued Castellum shares for every 13 shares in Entra and NOK 54.39 in cash per share in Entra. Eligible shareholders of Entra can tender their shares between January 8 and February 6, 2021 (subject to extension).

Offer summary

• The Offer values each share in Entra at NOK 186.19 (1) exclusive of synergies and consists of 8 newly issued Castellum shares for every 13 shares in Entra and NOK 54.39 in cash per share in Entra. Eligible shareholders of Entra are also offered a mix-and-match facility as is further described below and in the Offer Document

• The Offer represents a premium of 29.6% to Entra’s undisturbed closing share price as of November 23, 2020, 42.5% to Entra’s volume weighted average share price for the 3-month period ending November 23, 2020, and 14.9% to Entra’s reported Q3 2020 EPRA NRV (2)

• Entra shareholders will benefit from the value of the synergies from the transaction, which could provide additional value of up to approximately NOK 16 per Entra share (3), and Entra shareholders who accept the Offer could also receive a value uplift resulting from the EPRA NRV increase from premium realized in the asset portfolio sale to Blackstone of up to approximately SEK 8 per Castellum share (reference is made to the announcement made December 18, 2020 regarding the Blackstone transaction)

• The Offer is not conditional on financing and Castellum’s shareholders have already approved the board authorization for the issuance of the Castellum shares offered as consideration in the Offer

• The offer period in the Offer commences January 8 and lasts until February 6, 2021, at 06:00 hours (CET). Castellum reserves the right to extend the offer period

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(1) Based on Castellum share price at closing on January 5, 2021, of SEK 205.70, SEK/NOK FX rate of 1.0412 applied (source: Norges Bank).

(2) EPRA Net Reinstatement Value, defined as Equity as recognised in the balance sheet, adjusted for interest rate swaps, goodwill relating to deferred tax, and deferred tax in its entirety.

(3) Maximum synergies value per Entra share based on a shareholder electing to receive the maximum amount of shares in the mix & match facility

Subject to regulatory restrictions in certain jurisdictions, the Offer Document is sent to eligible shareholders in Entra whose address appears in Entra’s share register in the VPS as of January 7, 2021. The Offer Document, including the acceptance form, will also, subject to regulatory restrictions in certain jurisdictions, be available at Danske Bank’s website, https://danskebank.no/entra, and at Castellum’s website, https://www.castellum.se/en/, from today, January 7, 2021. Subject to regulatory restrictions in certain jurisdictions, hard copies of the Offer Document may be obtained free of charge from the same date by contacting Danske Bank A/S.

Please see further information in attachment on www.newsweb.no