REC Silicon

M&A Activity • Apr 24, 2025

REC Silicon - RECOMMENDED VOLUNTARY CASH OFFER TO ACQUIRE ALL SHARES IN REC SILICON

REC Silicon - RECOMMENDED VOLUNTARY CASH OFFER TO ACQUIRE ALL SHARES IN REC SILICON

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Oslo, 24 April 2025

REC Silicon ASA (the "Company") today announces the agreement for a

recommended voluntary all cash offer (the "Offer") by Anchor AS (the

"Offeror"), to acquire all issued and outstanding shares in the Company (the

"Shares") at an offer price of NOK 2.20 per Share (the "Offer Price"),

representing an aggregate equity value of the Company of approximately NOK 925

million (based on 420,625,659 shares outstanding).

The Offeror is a newly formed Norwegian limited liability company established

by the two largest shareholders of the Company, Hanwha Corporation and Hanwha

Solutions Corporation, for the purposes of the Offer.

The board of directors of the Company (excluding its members having a conflict

of interest) (the "Board") has unanimously resolved that it recommends the

shareholders of the Company (the "Shareholders") to accept the Offer.

Kurt Levens, CEO of the Company, commented: "Hanwha has been a supporting

shareholder of the Company for many years, not least in a period which has

been challenging for the Company, and REC believes the opportunities that this

offer represents in respect of an enhanced partnership with Hanwha is firmly

in its interest and in the interests of all the Company's stakeholders

including the shareholders."

Ki Won Yang, CEO of Hanwha Corporation, commented: "Hanwha, recognizing its

responsibility as REC Silicon ASA's largest shareholder amid the company's

deep financial distress and strategic challenges, has decided to launch a

voluntary tender offer to acquire all shares and delist REC from the Oslo

Stock Exchange; following delisting, Hanwha plans to provide adequate

financial support and streamline governance to help stabilize operations."

Key highlights and summary of the Offer:

The offer price represents a premium of:

- 28% to the closing price of the shares on Oslo Stock Exchange on 24 April

2025 of NOK 1.72, which was the last trading day prior to the announcement of

the Offer;

- 31% to the volume weighted average price of NOK 1.66 of the Shares for the

one month period ending on 24 April 2025;

- 54% to the volume weighted average price of NOK 1.43 of the Shares for the

three months period ending on 24 April 2025; and

- 52% to the volume weighted average price of NOK 1.45 since the Company's

announcement regarding a strategic review on 30 December 2024.

The Offeror has received pre-commitments to accept the Offer from Hanwha

Corporation and Hanwha Solutions Corporation, who together hold Shares

representing approximately 33.33% of the Shares as at the date of this

announcement (the "Pre-Acceptances").

The Offer will be subject to conditions, including but not limited to the

Offer being accepted to such extent that the Offeror becomes the owner of

Shares representing more than 90% of the Shares and voting rights in the

Company. A summary of the other key terms and conditions of the Offer is set

out below in this announcement.

The Offer Price

The Shareholders will be offered NOK 2.20 in cash per Share. The total value

of the Offer is approximately NOK 925 million based on the number of

outstanding Shares at the date of this announcement. No commission will be

charged in connection with settlement of the Offer.

Should the Company, prior to settlement of the Offer, (i) change the Company's

share capital, the number of Shares issued or the par value of the Shares,

(ii) resolve to distribute any dividends or make any other distributions to

the Shareholders with a record date prior to settlement of the Offer, (iii)

issue instruments which give the right to require further Shares to be issued,

or (iv) announce that the Company has decided on any such measures, the Offer

Price will be adjusted to compensate for the effects of such decisions as set

out in the Offer Document (as defined below).

Board recommendation

The Board has unanimously resolved that it recommends the Shareholders to

accept the Offer. The Board believes the terms of the Offer are in the best

interests of the Company and the Shareholders as a whole based on an

assessment of various factors, including but not limited to (i) the fact that

the Company's operations and revenues have been reduced to a level that is

better suited for private ownership, especially considering the significant

debt load of the Company, the need for future financing and the opportunities

for synergies and business optimization; and (ii) the offer price compared to

the range and uncertainty of future outcomes for the business, as well as the

premium over recent trading levels. In making its recommendation, the Board

has received a fairness opinion from Arctic Securities AS, as an independent

third party, concluding that the Offer is fair from a financial point of view.

Background and rationale for the Offer

Based on the current financial situation, it is the Offeror's view that in

order to safeguard the future of the Company and retain remaining Shareholder

values, the best viable path for the Company is to be taken into private

ownership through a delisting from the Oslo Stock Exchange. In order to

provide the other Shareholders with an opportunity to exit their investment,

the Offer will allow the Shareholders to tender their shares at a premium to

recent trading prices.

The main objective for transaction is to seek the continuation of the

Company's business operations. The Offeror and the Hanwha group will strive to

develop the business, and at the same time combine and integrate the business

into the Hanwha group's existing business structure.

As part of the discussions regarding the Offer, the Hanwha group has confirmed

its intention to financially support the Company's operations, which may

include an extension of existing shareholder loans or a new bridge loan.

Offer document

The complete details of the Offer, including all terms and conditions, will be

included in an offer document (the "Offer Document") to be sent to all

eligible Shareholders following review and approval by the Norwegian Takeover

Authority pursuant to Chapter 6 of the Norwegian Securities Trading Act. The

Offer Document is expected to be approved during the week commencing on 19 May

2025. The Offer may only be accepted on the basis of the Offer Document.

The Offeror's obligation to launch the Offer is subject to the following

conditions, which are for the sole benefit of the Offeror and may be waived,

in whole or in part, by the Offeror:

(i) The Pre-Acceptances remain valid and in full force;

(ii) No breach of the Transaction Agreement; and

(iii) That the conditions for completion of the Offer (the "Closing

Conditions") shall not have been made impossible to satisfy and the Closing

Conditions (ii) to (viii) below shall remain fulfilled at all times.

The Offer will be financed by liquidity resources available to the Offeror.

The Offer is not subject to any conditions as to financing or due diligence.

As will be further detailed and specified in the Offer Document, completion of

the Offer will be subject to fulfilment or waiver by the Offeror (in its sole

discretion), in whole or in part, of the following conditions:

(i) shareholders of the Company representing (when taken together with any

shares acquired or agreed to be acquired by the Offeror) more than 90% of the

issued and outstanding share capital and voting rights of Company on a fully

diluted basis (as defined in the Offer Document) having validly accepted the

Offer;

(ii) the Board shall not have amended or withdrawn its recommendation of the

Offer;

(iii) no Material Adverse Change (as defined in the Offer Document) shall have

occurred between the date of the Transaction Agreement and until settlement of

the Offer;

(iv) no court or governmental or regulatory authority of any competent

jurisdiction shall have taken any form of legal action that will restrain or

prohibit the consummation of the Offer;

(v) the Company shall not make, or propose to make, any changes to the share

capital of the Company, issue any rights which entitle the holder to acquire

or subscribe Shares, or resolve any distributions to its shareholders;

(vi) the Company shall conduct its business in the ordinary course of business

in all material respects;

(vii) no material breach by the Company of the Transaction Agreement shall

have occurred, and that the Company has not terminated the Transaction

Agreement; and

(viii) neither the Company nor its subsidiaries shall have taken any action or

steps for the winding up or termination of the business of the Company or its

subsidiaries

If as a result of the Offer, the Offeror acquires and holds more than 90% of

all Shares representing more than 90% of the voting rights in the Company, the

Offeror will have the right and intends to carry out a compulsory acquisition

of the remaining Shares. Also, if, as a result of the Offer or otherwise, the

Offeror holds a sufficient majority of the Shares, the Offeror intends to

propose that the general meeting of the Company passes a resolution to apply

to de-list the Shares from the Oslo Stock Exchange.

The recommendation from the Board of the Company will be included in the Offer

Document. The recommendation from the board of directors of the Company is

expected to not be a formal statement made pursuant to sections 6-16 and 6-19

of the Norwegian Securities Trading Act. The Company will, if necessary and in

consultation with the Norwegian Financial Supervisory Authority (acting as

takeover authority), engage an independent third party to give such a

statement on its behalf.

The initial offer period in the Offer will commence following publication of

the Offer Document and is expected to last for 20 business days (the "Offer

Period"), subject to any extensions by the Offeror (one or more times and at

its sole discretion) up to a maximum offer period of up to 10 weeks.

The Company and the Offeror have entered into a transaction agreement (the

"Transaction Agreement") regarding the Offer, and the Offer will be subject to

continued compliance with the terms of the Transaction Agreement.

The Offer will not be made in any jurisdiction in which the making of the

Offer would not be in compliance with the laws of such jurisdiction. The Offer

may not be accepted by Shareholders who cannot legally accept the Offer.

The Company would like to provide the following preliminary estimates and

figures for Q1 2025: Q1 2025 EBITDA loss of approximately USD 4.6 million and

Q1 2025 revenue of approximately USD 21.4 million. The cash balance on 31

March 2025, was USD 16.8 million.

Advisers

DNB Markets, a part of DNB Bank ASA is acting as financial advisor and

receiving agent and Advokatfirmaet Wiersholm AS is acting as legal advisor to

the Offeror. Arctic Securities AS is acting as financial advisor and

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Important Notice:

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions.

When published, the Offer Document and related acceptance forms will not and

may not be distributed, forwarded or transmitted into or within any

jurisdiction where prohibited by applicable law, including, without

limitation, Canada, Australia, South Korea, New Zealand, South Africa, Hong

Kong and Japan. The Offeror does not assume any responsibility in the event

there is a violation by any person of such restrictions. Persons in the United

States should review "Notice to U.S. Holders" below. Persons into whose

possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not a tender offer

document and, as such, is not intended to and does not constitute or form any

part of an offer or the solicitation of an offer to purchase, otherwise

acquire, subscribe for, sell or otherwise dispose of any securities, or the

solicitation of any vote or approval in any jurisdiction, pursuant to the

Offer or otherwise. Investors may accept the Offer only on the basis of the

information provided in the Offer Document. Offers will not be made directly

or indirectly in any jurisdiction where either an offer or participation

therein is prohibited by applicable law or where any tender offer document or

registration or other requirements would apply in addition to those undertaken

in Norway.

Shareholders of the Company must rely upon their own examination of the Offer

Document. Each Shareholder should study the Offer Document carefully in order

to be able to make an informed and balanced assessment of the Offer and the

information that is discussed and described therein. Shareholders should not

construe the contents of this announcement as legal, tax or accounting advice,

or as information necessarily applicable to each shareholder. Each Shareholder

should seek independent advice from its own financial and legal advisors prior

to making a decision to accept the Offer.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit

estimate and no statement in this announcement should be interpreted to mean

that earnings or earnings per Share for the current or future financial years

would necessarily match or exceed the historical published earnings or earning

per Share.

Forward-looking statements

This announcement, oral statements made regarding the Offer, and other

information published by the Offeror and/or the Company may contain statements

which are, or may be deemed to be, "forward looking statements". Such forward

looking statements are prospective in nature and are not based on historical

facts, but rather on current expectations and on numerous assumptions

regarding the business strategies and the environment in which the group will

operate in the future and are subject to risks and uncertainties that could

cause actual results to differ materially from those expressed or implied by

those statements. The forward-looking statements contained in this

announcement relate to the group's future prospects, developments and business

strategies, the expected timing and scope of the Offer and other statements

other than historical facts. In some cases, these forward looking statements

can be identified by the use of forward looking terminology, including the

terms "believes", "estimates", "will look to", "would look to", "plans",

"prepares", "anticipates", "expects", "is expected to", "is subject to",

"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",

"cost-saving", "projects" "intends", "may", "will" or "should" or their

negatives or other variations or comparable terminology. Forward-looking

statements may include statements relating to the following: (i) future

capital expenditures, expenses, revenues, earnings, synergies, economic

performance, indebtedness, financial condition, dividend policy, losses,

contract renewals and future prospects; (ii) business and management

strategies and the expansion and growth of the Company's operations; and (iii)

the effects of global economic and political conditions and governmental

regulation on the Company's business. By their nature, forward-looking

statements involve risk and uncertainty because they relate to events and

depend on circumstances that will occur in the future. These events and

circumstances include changes in the global, political, economic, business,

competitive, market and regulatory forces, future exchange and interest rates,

changes in tax rates and future business combinations or disposals. If any one

or more of these risks or uncertainties materialises or if any one or more of

the assumptions prove incorrect, actual results may differ materially from

those expected, estimated or projected. Such forward looking statements should

therefore be construed in the light of such factors. Neither the Company nor

the Offeror nor any member of their respective groups, nor any of their

respective members, associates or directors, officers or advisers, provides

any representation, assurance or guarantee that the occurrence of the events

expressed or implied in any forward-looking statements in this announcement

will actually occur. Given these risks and uncertainties, potential investors

should not place any reliance on forward looking statements.

The forward-looking statements speak only at the date of this document. All

subsequent oral or written forward-looking statements attributable to any

member of the Company group, the Offeror or any member of their respective

group, or any of their respective members, associates, directors, officers,

employees or advisers, are expressly qualified in their entirety by the

cautionary statement above.

The Company, the Offeror and each member of their respective groups expressly

disclaim any obligation to update such statements other than as required by

law or by the rules of any competent regulatory authority, whether as a result

of new information, future events or otherwise.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on

a U.S. securities exchange and that the Company is not subject to the periodic

reporting requirements of the U.S. Securities Exchange Act of 1934, as amended

(the "U.S. Exchange Act"), and is not required to, and does not, file any

reports with the U.S. Securities and Exchange Commission (the "SEC")

thereunder. The Offer will be made to holders of Shares resident in the United

States ("U.S. Holders") on the same terms and conditions as those made to all

other holders of Shares of the Company to whom an offer is made. Any

information documents, including the Offer Document, will be disseminated to

U.S. Holders on a basis comparable to the method that such documents are

provided to the Company's other Shareholders to whom an offer is made. The

Offer will be made by the Offeror and no one else.

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E

under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in

accordance with the requirements of Norwegian law. Accordingly, the Offer is

subject to disclosure and other procedural requirements timetable, settlement

procedures and timing of payments, that are different from those that would be

applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the

Offeror and its affiliates or brokers (acting as agents for the Offeror or its

affiliates, as applicable) may from time to time, and other than pursuant to

the Offer, directly or indirectly, purchase or arrange to purchase, Shares or

any securities that are convertible into, exchangeable for or exercisable for

such Shares outside the United States during the period in which the Offer

remains open for acceptance, so long as those acquisitions or arrangements

comply with applicable Norwegian law and practice and the provisions of such

exemption. To the extent information about such purchases or arrangements to

purchase is made public in Norway, such information will be disclosed by means

of an English language press release via an electronically operated

information distribution system in the United States or other means reasonably

calculated to inform U.S. Holders of such information. In addition, the

financial advisors to the Offeror may also engage in ordinary course trading

activities in securities of the Company, which may include purchases or

arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or

any other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

the United States. Any representation to the contrary is a criminal offence in

the United States.

Contacts

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Kurt Levens

CEO, REC Silicon

kurt.levens@recsilicon.com

Nils O. Kjerstad

IR Contact

Phone: +47 9135 6659

Email: nils.kjerstad@recsilicon.com

About REC Silicon

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REC Silicon is a leading producer of advanced silicon materials, delivering

high-purity silicon gases to the solar and electronics industries worldwide.

We combine over 40 years of experience and proprietary technology with the

needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the

Company is headquartered in Lysaker, Norway.

For more information, go to: www.recsilicon.com

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2025-04-24 20:04 CEST.