Arribatec Group ASA — M&A Activity 2016

Nov 25, 2016

AgaTech ASA to acquire Hiddn Security AS and enter into the business of hardware-based encryption solutions

AgaTech ASA to acquire Hiddn Security AS and enter into the business of hardware-based encryption solutions

Oslo, 25 November 2016. AgaTech ASA ("AGA" or the "Company") has today entered

into an agreement to acquire Hiddn Security AS ("Hiddn"), a provider of hardware

-based encryption solutions (the "Transaction").

In October 2016, Intelco Concept AS ("Intelco") became the owner of 33.33% of

the shares of the Company. Intelco requested the Company to hold an

extraordinary general meeting to elect a new board of directors, amend the

Company's name, amend the articles of association and reverse the previous

resolutions regarding liquidation and de-listing of the Company's shares from

the Oslo Stock Exchange. The extraordinary general meeting held 14 November 2016

adopted all resolutions and the Company changed its name from Agasti Holding ASA

to AgaTech ASA. At the same date the Company entered into a management agreement

with SLM Partners AS pursuant to which, inter alia, Tore Viana-Rønningen is

currently acting as CEO. The new company name AgaTech ASA is now registered with

the Norwegian Register of Business Enterprises.

The above represented the first steps in a process leading to a proposed

acquisition by the Company of Hiddn.

Today, the Company has entered into an agreement with shareholders in Hiddn

representing 44.5% of the outstanding shares in Hiddn for the purpose of the

Transaction. In addition, shareholders representing 37.8% have pre-accepted to

participate in the Transaction in a separate offer to be made by AGA to the

minority shareholders of Hiddn. Consequently, approximately 82.3% of the

shareholders in Hiddn have already entered into or otherwise accepted to

participate in the Transaction.

AGA's CEO Tore Viana-Rønningen comments on the proposed transaction: "Having

resolved the proposal to reverse a de-listing, this opportunity represents a

potential for AGA's shareholders to obtain a stake in a company with attractive

prospects. With limited financial resources and no other operating business the

alternative would be to continue the process of de-listing the company with no

further distributions to shareholders expected, hence the proposed transaction

represents an opportunity to extract some value from AgaTech's current listing,

albeit limited."

The Transaction will be completed as a share transaction with an exchange ratio

of 1.83068551 shares in AGA per 1 share in Hiddn, based on a value of the AGA of

NOK 8.5 million and a value of Hiddn of NOK 104.9 million, where AGA as the

acquiring entity will issue new shares to the shareholders of Hiddn. Following

completion of the Transaction, the current shareholders of AGA and Hiddn,

subject to all shareholders in Hiddn accepting to sell their shares in the

Transaction, will hold 7.5% and 92.5% of the total number of outstanding shares

in AGA, respectively

Completion of the Transaction is subject to inter alia mutual satisfactory

financial and legal due diligence investigations, shareholders in Hiddn

representing at least 2/3 participating in the Transaction, approval from the

general meeting in AGA and that AGA at the time of issue of the consideration

shares to the Hiddn shareholders is listed on Oslo Børs. An extraordinary

general meeting in AGA is scheduled to be held on 16 December 2016 (the "EGM").

Completion of the Transaction is expected to take place by end of December 2016.

The new shares to be issued on completion of the Transaction to the shareholders

of Hiddn will be listed on Oslo Børs after the publication of a prospectus or

similar listing document in accordance with the Norwegian Securities Trading Act

and applicable rules of Oslo Børs, expected to take place by mid January 2017.

Certain of the majority shareholders of Hiddn, including Intelco Concept AS,

will be subject to a lock-up of 12 months.

There are no special agreements or arrangements that have been or will be

entered into with the directors or executive management of Hiddn or AGA in

connection with the Transaction.

The Company will later today summon for an EGM for the approval of the share

capital increase pertaining to the consideration shares to be issued to the

shareholders of Hiddn. In addition it will be proposed to change the Company's

name to Hiddn Solutions ASA to better reflect the content of the combined

entity. Furthermore, it will be proposed that the EGM grants the board of

directors an authorisation to issue up to 50% new shares post completion of the

Transaction with the intention to proceed with a capital increase in the Company

in order to finance the operations and development of the future business. In

this respect, a guarantee consortium has been established securing a minimum

share issue of at least NOK 20 million. Further, it will also be proposed to

carry out a 100:1 reversed share split of the Company shares.

In addition to the above, it is the board of director's intention to summon for

an additional extraordinary general meeting upon completion of the above

mentioned share capital increase in order to propose for the general meeting to

effectuate a subsequent rights issue in the Company, the final size and

structure to be finalized by the board of directors and communicated to the

market in due course.

Aabø-Evensen & Co Advokatfirma AS is acting as legal advisors to AgaTech ASA and

Ro Sommernes Advokatfirma DA is acting as legal advisors to Hiddn Security AS.

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Contact person:

CEO, Tore Viana-Rønningen (phone +47 911 08 693)

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About Hiddn Security AS

Hiddn is a supplier of proprietary hardware-based encryption products to

military, government and large institutions with further potential to scale into

the retail market. Hiddn has made significant progress in certification and

approval processes with leading national approval authorities in Europe and the

US for its hardware encryption solutions. Hiddn is currently facing a commercial

scaling of its products and has commenced efforts on establishing strategic

alliances and reseller agreements with leading European partners. Hiddn's

management is looking to further exploit the company's intellectual property

("IP") through complementing its product offering of hardware products as well

as exploiting OEM-opportunities and other applications of its IP.

Hiddn is situated in Oslo and is led by interim CEO Leif Sundsbø with further 11

individuals in full time occupation. The board of directors is led by Chairman

Øystein E. Tvenge and consists of 7 individuals with extensive background from

technology development and venture capital.

The following table sets out audited key financial information for Hiddn (NGAAP)

for the last three full years:

(Figures in NOK thousand) 2013 2014 2015

Revenues 2,915 2,266 3,244

EBITDA (17,770) (17,074) (18,262)

EBIT (20,541) (18,749) (18,538)

Total assets 43,395 46,888 51,851

Total debt (24,991) (5,313) (5,620)

Net assets 18,404 41,575 46,231

About AgaTech ASA

AgaTech ASA is a listed company without operations and employees. The Company is

situated in Oslo.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.