Crayon Group Holding — M&A Activity 2021

Sep 7, 2021

Crayon Group Holding ASA: Update on M&A process

Crayon Group Holding ASA: Update on M&A process

Oslo, 7 September 2021 at 09:30 CEST: Reference is made to the announcement by Crayon Group Holding ASA ("Crayon") on 6 July 2021 regarding Crayon having signed a binding agreement with Rhipe Limited ("Rhipe") for an offer to acquire all shares in Rhipe by way of a Scheme of Arrangement ("Scheme").

Crayon is pleased to provide the following update in relation to the Scheme.

The Supreme Court of New South Wales ("Court") has today made orders:

- that Rhipe convene a meeting of Rhipe shareholders to consider and vote on the proposed Scheme ("Scheme Meeting"); and

- approving the despatch of an explanatory statement providing information about the Scheme and notice of Scheme Meeting ('Scheme Booklet").

Further, the Scheme Booklet has today been registered with the Australian Securities and Investments Commission.

The Scheme Booklet includes a copy of an independent expert's report prepared by KPMG Financial Advisory Services (Australia) Pty Ltd ("Independent Expert") in which the Independent Expert has concluded that the Scheme, in the absence of a superior proposal, is in the best interests of Rhipe's shareholders and that the AUD $2.50 per share offered by Crayon is within the range of the assessed full underlying value of the shares in Rhipe.

Crayon has been informed by the Rhipe Board that, on the basis of the above, the Rhipe Board continues to unanimously recommend that Rhipe shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Rhipe shareholders. Further, that each Rhipe director intends to vote all of its Rhipe shares held or controlled by such director in favour of the Scheme, subject to the same qualification.

The Scheme Meeting will be held virtually on Monday, 11 October 2021 at 11.00 am (Sydney time).

If the Scheme is approved at the Scheme Meeting and all relevant conditions of the Scheme are satisfied or waived, it is expected that Rhipe will apply to the Court for orders approving the Scheme in mid October 2021, with implementation of the Scheme and Crayon acquiring all Rhipe shares in early November 2021.

For further information, please contact:

Jon Birger Syvertsen

Chief Financial Officer, Crayon Group Holding ASA

Tel.: +47 97 19 92 51

Email: Jon.Birger.Syvertsen@crayon.com

About Crayon

Crayon Group Holding ASA is a leading IT advisory firm in software and digital transformation services. With unique IP tools and skilled employees, Crayon help optimize its clients' ROI from complex software technology investments. Crayon have long experience within volume software licensing optimization, digital engineering, predictive analytics and assists the clients through all phases of the process of a digital transformation. Headquartered in Oslo, Norway, the company has approximately 2,500 employees in 50 offices worldwide.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Jon Birger Syvertsen, Chief Financial Officer, Crayon Group Holding ASA, at the date and time as set out above.