REC Silicon

M&A Activity • Jul 8, 2025

REC SILICON - PRELIMINARY RESULTS AND SETTLEMENT NOTIFICATION FOR THE VOLUNTARY OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN REC SILICON ASA

REC SILICON - PRELIMINARY RESULTS AND SETTLEMENT NOTIFICATION FOR THE VOLUNTARY OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN REC SILICON ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, SOUTH KOREA, NEW ZEALAND, SOUTH

AFRICA, JAPAN, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,

PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement published on 23 May 2025

regarding the publication of the offer document dated 22 May (the "Offer

Document") and launch of the acceptance period for the board recommended

voluntary all cash offer (the "Offer") by Anchor AS (the "Offeror") to acquire

all issued and outstanding shares (the "Shares") in REC Silicon ASA (the

"Company") at an offer price of NOK 2.20 per Share (the "Offer Price").

Reference is also made to the announcement on 2 July 2025 and 8 July 2025

regarding the waiver of the closing conditions related to the board

recommendation and the 90% minimum acceptance level.

The acceptance period for the Offer expired today, 8 July 2025, at 16:30

(CEST).

As of expiry of the Offer and subject to final verification of acceptances,

the Offeror has received acceptances under the Offer for 180,498,818 Shares,

corresponding to approximately 42.91% of the issued and outstanding share

capital and voting rights of the Company. Subject to settlement under the

Offer and final verification of acceptances, Anchor AS will increase its

shareholding in the Company from 0 Shares to 180,498,818 Shares, representing

approximately 42.91% of all outstanding Shares, and will thus cross the

thresholds for disclosure of major shareholding up to and including the 1/3

threshold pursuant to the Norwegian Securities Trading Act section 4-2. Hanwha

Solutions Corporation ("HSC") and Hanwha Corporation ("HC") will

simultaneously reduce their direct shareholdings from 89,733,473 Shares

(21.33% of all outstanding Shares) and 50,475,079 Shares (12.00% of all

outstanding Shares), respectively, to 0 Shares.

Anchor AS is wholly-owned by Hanwha Global Americas Corporation, which again

is owned by HC (60%) and HSC (40%).

The condition for completion of the Offer relating to "Minimum Acceptance" as

set out in section 1.3 of the Offer Document has, as previously announced,

already been waived. Consequently, this announcement constitutes a 'Settlement

Notification' pursuant to section 1.8 of the Offer Document.

Settlement of the Offer will thus be made by 22 July 2025 to shareholders

having accepted the Offer in accordance with the terms of the Offer Document

subject only to the following closing conditions continuing to be satisfied,

or waived by the Offeror, in accordance with the terms of the Offer until

settlement of the Offer: (iii) "No Material Adverse Change", (iv) "No Legal

Action", (v) "No changes in share capital", (vi) "Ordinary conduct of

business", (vii) "No Breach of Transaction Agreement" and (viii) "No

Bankruptcy or Reconstruction" (together the "Remaining Closing Conditions").

To the Offeror's knowledge all of the Remaining Closing Conditions are

currently satisfied. Subject to settlement of the Offer and final verification

of acceptances, the Offeror will own approximately 42.91% of the voting rights

in the Company. At settlement of the Offer, the Offeror will trigger the

obligation under the Norwegian Securities Trading Act chapter 6 to make a

mandatory offer to acquire all Shares not already owned by the Offeror at such

time. Therefore, and subject to fulfillment or waiver of the Remaining Closing

Conditions until settlement of the Offer, the Offeror confirms its intention

to launch such mandatory offer within the deadline set out in section 6-10 (1)

of the Norwegian Securities Trading Act.

Advisors

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

receiving agent and Advokatfirmaet Wiersholm is acting as legal advisor and

First House AS is acting as communications adviser 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.

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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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

2025-07-08 18:25 CEST.