Arribatec Group ASA — M&A Activity 2017

Apr 3, 2017

Hiddn Solutions ASA acquires Finn Clausen Sikkerhetssystemer AS

Hiddn Solutions ASA acquires Finn Clausen Sikkerhetssystemer AS

Hiddn Solutions ASA has on 3 April 2017 entered into an agreement with Finn

Clausen Gruppen AS for the acquisition of their 100% owned daughter company,

Finn Clausen Sikkerhetssystemer AS ("FCS"), a company with a significant share

of the market for secure physical filling and storage systems in Norway.

FCS has since its origin in 1996, been a reputable supplier with archiving,

storage and security products, of which the supply of security products

represents a significant part of the company's revenue. FCS supplies products

approved for up to the level "strictly confidential", allowing its customers to

secure classified information in an unsecure environment. Hiddn believes the

acquisition of FCS would represent a significant expansion of Hiddn's direct

sale capabilities and existing commercial relationships with relevant customers,

especially within the sectors of defence, government, and public authorities.

FCS has a sales organization operating both direct sales and indirect sales

through distributor/partner sale channels, including after-sale services and

customer support. The current Board of Directors of FCS consists of Carl Espen

Wollebekk, who is the main shareholder in FCG AS (80%) through Wollebekkgruppen

AS. FCS has 7 employees with offices in Oslo. Dag Tauland, managing director of

FCS, comments: "We are constantly looking to expand our business with products

and services that are both relevant and attractive to our customers. Hiddn has a

product portfolio that we believe is increasingly in demand and that could give

substantial synergies to our sales organization".

Hiddn's chairman Øystein Tvenge comments on the proposed transaction: "We

recognize Hiddn's current position as a highly-specialized player in a large and

growing ecosystem of cybersecurity. Hiddn's strategy entails executing

synergistic M&A transactions; either entailing complementary technology,

companies with existing market presence/distribution network, and/or companies

with a profitable revenue base. The acquisition of FCS is hopefully the first

out of a series of such acquisitions through which we can build a strong

marketing arm in the primary markets for Hiddn".

Hiddn will acquire 100% of the shares in FCS from Finn Clausen Gruppen AS at a

purchase price of NOK 11,827,940 with addition of 5.0% interest from 1 January

2017 until completion takes place. The purchase price will at closing be settled

partly by issuance of 4,000,000 new shares in Hiddn at a subscription price of

NOK 2.89 per share (the "Consideration Shares"). The remaining part of the

purchase price is to be settled by payment in cash. The Consideration Shares are

subject to lock-up until 31 December 2017. Completion of the transaction is

conditional upon, approval by Hiddn's general meeting in an extraordinary

meeting expected to be held early May. The transaction is expected to be

completed within 8th of May 2017.

The following table sets out the audited key financial information for FCS

(NGAAP) for the last two years:

(NOK '000) FY 2016  FY 2015

Revenue 18 993  20 986

EBITDA 1 360  1 217

EBIT 1 208  10 71

Cash and cash equivalents            753  518

Total assets 7 099  8 021

Equity 626  501

FCS will be organized as a separate subsidiary under Hiddn Solutions ASA.

Carl Espen Wollebekk - New CEO of Hiddn Solutions ASA

Carl Espen Wollebekk will take the position as new CEO of Hiddn Solutions ASA,

during q2 2017. Carl Espen Wollebekk has broad experience from the ICT industry.

He has been CFO in Atea ASA (Merkantildata ASA), CFO in Tandberg Data and

managing director in OMASS AS, later listed through an IPO and renamed Tandberg

Storage ASA. The last 10 years Wollebekk has held the position as managing

director in Orion Securities ASA (sold to Eika Group in 2009) and then been a

managing partner in Arkwright Corporate Finance AS. Arkwright is a consulting

company with 100 employees offering strategy consulting and transaction support

to medium sized and large companies in Europe. An important part of this work

has been focused towards the ICT industry.

Wollebekk comments: "Through the discussions and negotiations, I have had the

opportunity to learn more about the Hiddn technology and the opportunities

within the marked for storing, transmitting and reading sensitive information

and secure data. I believe we have only seen the beginning of a strong growing

market, and I am very motivated by the opportunity to work with some of the most

knowledged people in the industry. I believe Hiddn is unique within a focused

and specialized niche of the industry. To take advantage of market opportunities

however, we must consider taking a broader position in the cyber security

market".

Carl Espen Wollebekk has been offered to subscribe for an additional number of

shares limited to 4,000,000 shares in Hiddn, at a subscription price of NOK 2.89

per new share. The board of directors of Hiddn will propose to the extraordinary

general meeting of Hiddn to grant the board of directors with the necessary

authorization to issue shares to Carl Espen Wollebekk.

Other than the above, no special agreements or arrangements have been or will be

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

connection with the transaction.

Hiddn will present additional information in an information document to be

prepared and published in accordance with applicable provisions under the

Continuing Obligations applicable to companies listed on the Oslo Stock

Exchange.

***

For further information, please contact CEO Tore Viana-Rønningen on telephone

+47 911 08 693

About Hiddn Solutions ASA

Hiddn Solutions ASA is a public limited company situated in Oslo, Norway, listed

on the Oslo Stock Exchange under the ticker HIDDN. The Company's operating

activities are reported through the subsidiaries Hiddn Security AS and Hiddn

Solutions AS (together named "Hiddn").

Hiddn is supplying impenetrable proprietary hardware-based authentication and

encryption products to military, governmental, institutional, and corporate

clients with further potential to scale into the retail market by building on

and benefiting from the experience and competence of the management and

employees in Hiddn.

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

-12 of the Norwegian Securities Trading Act.