BioFish Holding AS

M&A Activity • Jul 28, 2025

BIOFISH HOLDING AS Settlement notification and results of the recommended voluntary offer by Langøylaks

BIOFISH HOLDING AS Settlement notification and results of the recommended voluntary offer by Langøylaks

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

AUSTRALIA, CANADA, HONG KONG; NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE

UNLAWFUL OR REQUIRE PRIOR APPROVAL

Ljones, 28 July 2025: Reference is made to the stock exchange announcement

published on 2 June 2025, regarding the launch of a recommended voluntary cash

tender offer by Langøylaks Holding 2 AS ("Langøylaks" or the "Offeror") to

acquire all outstanding shares of Biofish Holding AS (the "Company" or

"BioFish") at a price of NOK 1.77 per Share and NOK 0.47 per Warrant (the

"Offer"), as further set out in the offer document dated 6 June 2025 (the

"Offer Document"), and the stock exchange announcement published on 14 July

2025 regarding the waiver of the closing condition related to "Minimum

Acceptance" and the extension of the acceptance period until 25 July 2025.

The acceptance period expired on 25 July 2025 at 16:30 (CEST). As of expiry of

the acceptance period and subject to final verification of acceptances, the

Offeror has received acceptances under the offer for 107,943,448 Shares and

66,844,970 Warrants, which corresponds to 97.38% of the Shares of the Company

on a fully diluted basis. The acceptance rate for the Shares constitutes

96.40% of the currently outstanding shares.

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

set out in section 1.6 of the Offer Document has, as previously announced,

already been waived. This announcement thus constitutes a 'Settlement

Notification' pursuant to section 1.13 of the Offer Document.

The Offer will be settled within 8 August 2025 to investors having accepted

the Offer in accordance with the terms of the Offer Document, subject to the

closing conditions (ii) through (vi) as set out in section 1.6 of the Offer

Document continuing to be satisfied, or waived by the Offeror, until

settlement of the Offer. To the Offeror's knowledge all of the remaining

closing conditions are currently satisfied.

As set out in section 1.25 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 and shortly thereafter seek a delisting of the Company's Shares

from Euronext Growth Oslo.

For more information, please refer to the Offer Document. The Offer Document

is available at the webpage of SpareBank1 Markets AS (subject to regulatory

restrictions in certain jurisdictions):

https://www.sb1markets.no/en/transactions/

Advisers:

Pareto Securities AS is acting as financial advisor and Advokatfirmaet Haavind

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

acting as legal advisor and SpareBank 1 Markets AS is acting as financial

advisor and receiving agent to the Offeror.

Contacts

Sondre Hagerup Johnsrud, CEO of Biofish Holding AS

Mob: +47 975 79 321 Email: sondre.johnsrud@biofish.no

Johnny Duedahl, CFO of Biofish Holding AS

Mob: +47 982 06 833 Email: johnny@biofish.no

About BioFish

BioFish is a Norwegian independent producer of high-quality smolt and

post-smolt. The Company has a RAS production facility in Ljones close to the

Hardangerfjord on the west coast of Norway. Numerous Norwegian fish farming

sites are located within one day of transport.

***

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, 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 not a tender 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.

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 under the U.S. Exchange Act as a "Tier I"

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.

This information is subject to disclosure under the Norwegian Securities

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

2025-07-28 08:30 CEST.