Beerenberg

M&A Activity • Nov 12, 2024

SETTLEMENT NOTIFICATION AND RESULTS FOR ALTRAD'S RECOMMENDED CASH OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN BEERENBERG; DISCLOSURE OF >90% SHAREHOLDING

SETTLEMENT NOTIFICATION AND RESULTS FOR ALTRAD'S RECOMMENDED CASH OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN BEERENBERG; DISCLOSURE OF >90% SHAREHOLDING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

12 November 2024: Reference is made to the announcement made on 4 September 2024 by Beerenberg AS ("Beerenberg" or the "Company") and Altrad Investment Authority S.A.S ("Altrad" or the "Offeror") regarding the issuance of an offer document (the "Offer Document") and the start of the offer period (the "Offer Period") for the board recommended unregulated voluntary cash offer to acquire all outstanding shares in the Company (the "Shares") not already owned by the Offeror with an offer price of NOK 41.50 per share (the "Offer"). Reference is also made to the subsequent announcements relating to the Offer.

The Offer Period expired today, 12 November 2024, at 16:30 (Norwegian time). As of expiry of the Offer Period and subject to final verification of acceptances, the Offeror has received acceptances under the Offer for 17,522,572 Shares, which when taken together with Shares already owned by the Offeror corresponds to approximately 96.03% of the issued and outstanding share capital and voting rights of the Company.

The conditions for completion of the Offer relating to "Regulatory Approval" and "Minimum Acceptance" as set out in section 1.6 of the Offer Document have, as previously announced, already been fulfilled or waived. This announcement thus constitutes a 'Settlement Notification' pursuant to section 1.13 of the Offer Document.

Settlement of the Offer will be made within 26 November 2024 to shareholders having accepted the Offer in accordance with the terms of the Offer Document.

Altrad hereby waives the remaining closing conditions as set out in section 1.6 of the Offer Document, and the settlement of the Offer is thus unconditional from this date.

As set out in section 1.27 of the Offer Document, following completion of the Offer and the Offeror becoming the owner of more than 90% of the total issued Shares, the Offeror intends to carry out a compulsory acquisition of the remaining Shares pursuant to section 4-26 of the Norwegian Private Limited Companies Act.

For more information, please refer to the Offer Document dated 4 September 2024. The Offer Document is available, subject to regulatory restrictions in certain jurisdictions, on www.danskebank.no/beerenberg.

This information is subject to disclosure requirements in section 4.3.1 of the Euronext Growth Markets Rule Book Part I.

Advisers

BNP Paribas is acting as exclusive financial adviser and Advokatfirmaet Wiersholm AS is acting as legal adviser to Altrad. Danske Bank, Norwegian branch is acting as receiving agent for the Offer.

SpareBank 1 Markets AS is acting as financial advisor and Wikborg Rein Advokatfirma AS is acting as legal advisor to Beerenberg.

About Beerenberg

Beerenberg has delivered cost efficient solutions to a wide range of industrial enterprises for 47 years. Beerenberg is one of the leading suppliers of maintenance and modifications services on the Norwegian Continental Shelf as well as a global provider of insulating products. The group's expertise covers the entire life cycle of the petroleum industry from field studies and newbuilds to maintenance, modifications, and lifetime extensions. The operational activities are organized in Beerenberg Services and its subsidiaries. Headquartered in Bergen, Beerenberg has offices in Stavanger and Skien in Norway and in Poland, UK, South-Korea, Thailand, Brazil, and Singapore. To learn more, please visit www.beerenberg.com.

Important notice

The Offer is being made to shareholders of Beerenberg as resident in the United States in reliance on the Tier I exemption pursuant to Rule 14d-1 (c) under the U.S. Securities Exchange of 1934, as amended (the "U.S. Exchange Act"), and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with established practice in the Norwegian market, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.

The Offer relates to shares of a Norwegian company listed and trading on Euronext Growth Oslo and is subject to the legal provisions regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in the Offer Document concerning the Company have been determined in accordance with the International Financial Reporting Standards ("IFRS") and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States ("U.S. GAAP").

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 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.

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 the related acceptance form 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, 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 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 not an offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. 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.

This announcement contains certain forward-looking statements within the meaning of the securities and laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives of Company or the Offeror are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.