Zalaris

M&A Activity • May 18, 2017

Zalaris ASA: Acquisition of shares in sumarum AG completed

Zalaris ASA: Acquisition of shares in sumarum AG completed

Oslo, 18 May 2017. Reference is made to the stock exchange

announcement by Zalaris ASA ("Zalaris" or the "Company") dated 26

April 2017 regarding (i) the share purchase agreement dated 26 April

2017 (the "Agreement") entered into by the Company for the

acquisition of 88.22% of the shares in sumarum AG ("sumarum") and

(ii) the offer by the Company to acquire the remaining shares of

sumarum (collectively, the "Acquisition").

The Acquisition was completed on 18 May 2017, and the Company has

acquired in total 52,950 shares in sumarum, representing 97.32% of

the total share capital and 98.64% of the votes in sumarum.

The total purchase price payable to the selling shareholders of

sumarum (the "Sellers") is in the amount of EUR 18,637,134.20 and

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

EUR 15,833,222 and (ii) the issuance of 720,219 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, pursuant

to an authorisation to increase the share capital granted to the

board of directors at the general meeting of the Company held on 16

May 2017, to increase the share capital of the Company by NOK

72,021.90 in order to issue the Consideration Shares to the Sellers.

The subscription price per Consideration Share is NOK 35.9520 and

the total share contribution amounts to NOK 25,893,313.50. Following

the issuance of the Consideration Shares, the share capital of the

Company will be NOK 1,984,448.20.

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 22 May 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.

Each of the Sellers receiving Consideration Shares have entered into

a 36-months share lock-up agreement with the Company. Further,

certain good and bad leaver provisions have been agreed which makes

Zalaris entitled to buy back Consideration Shares if the relevant

Seller (or its respective owner, if applicable) ceases his

employment with the Zalaris group during the initial 36 months

period following closing of the Acquisition. Zalaris has

nevertheless undertaken not to exercise such buy back right for 30%

of the Consideration Shares after the expiry of the initial 18 month

period following closing of Acquisition.

This information is subject to the disclosure requirements set forth

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