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Zalaris

Share Issue/Capital Change Oct 10, 2017

3795_rns_2017-10-10_b6511d1a-a241-4969-81a6-d617c323dc4e.html

Share Issue/Capital Change

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Zalaris ASA (ZAL): Acquisition of the remaining 2.68% of the shares in sumarum AG

Zalaris ASA (ZAL): Acquisition of the remaining 2.68% of the shares in sumarum AG

Oslo, 10 October 2017. Reference is made to the stock exchange

announcement by Zalaris ASA ("Zalaris" or the "Company") dated 18

May 2017 regarding the completion of the acquisition of in total

52,950 shares in sumarum AG ("sumarum"), representing 97.32% of the

total share capital in sumarum. The Company have now agreed to

acquire the remaining 2.68 % of the shares, in total 1,602 shares,

in sumarum from the minority shareholders (the "Sellers").

The total purchase price for the remaining 1,602 shares payable to

the Sellers is in the amount of NOK 5,253,329.47, corresponding to

the price per share in sumarum paid by the Company in connection

with the acquisition of 97.32% of the shares in sumarum, and shall

be settled through (i) a cash consideration in the amount of NOK

4,732,349.51 and (ii) the issuance of 14,491 new shares in Zalaris,

each with a nominal value of NOK 0.10 (the "Consideration Shares").

The board of directors of the Company has today resolved to increase

the share capital of the Company by NOK 1,449.10 and to issue the

Consideration Shares to the Sellers pursuant to the board

authorization to increase the share capital granted by the general

meeting of the Company held on 16 May 2017. The subscription price

per Consideration Share is NOK 35.9520, which is equal to the

subscription price for the consideration shares issued in connection

with the acquisition of 97.32% of the shares in sumarum, and the

total share contribution amounts to NOK 520,979.96. Following the

issuance of the Consideration Shares, the share capital of the

Company will be NOK 1,985,897.30. The share capital increase for the

issuance of the Consideration Shares is expected to be registered

with the Norwegian Register of Business Enterprises on or about 11

October 2017 and the Consideration Shares are expected to be

delivered to the relevant Sellers and listed on the Oslo Stock

Exchange on or about the same date.

Zalaris and the Sellers have with respect to the Consideration

Shares agreed upon a 36-months lock-up undertaking, good and bad

leaver provisions and a limited buy back right in line with the

agreement with the sellers of 97.32% of the shares in sumarum

initially acquired by Zalaris as described in the above mentioned

stock exchange announcement dated 18 May 2017.

This information is subject to the disclosure requirements set forth

in Section 5-12 of the Norwegian Securities Trading Act.

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