Crayon Group Holding — M&A Activity 2021

Jul 1, 2021

Crayon Group Holding ASA: Update on M&A process

Crayon Group Holding ASA: Update on M&A process

Oslo, 1 July 2021 at 08:00 CEST: Reference is made to the announcement by Crayon Group Holding ASA (Crayon) on 28 June 2021, regarding Crayon pursuing to make an acquisition of a leading player with a similar business model and contemplating a bond issue, and the announcement made by Rhipe Limited (Rhipe), an Australian provider of cloud and technology solutions listed on the Australian Stock Exchange (ASX), earlier today Australian time.

Crayon confirms to have ongoing and constructive discussions with Rhipe regarding a potential offer to acquire 100% of the outstanding share capital in Rhipe for a consideration of approximately AUD 2.50 per share by way of a Scheme of Arrangement, an Australian legal concept whereby the target company convenes a shareholder vote for the approval of a potential take-over. The shareholder approval can be passed with a 75% majority vote.

Crayon has been granted access to undertake a limited confirmatory due diligence of Rhipe by the board of directors of Rhipe and Crayon expects to conclude its due diligence investigations shortly.

Subject to no material negative findings in the remaining due diligence, Crayon expects to proceed with submitting a binding proposal. If successful, Crayon would expect the potential transaction to be consummated during Q4 2021.

Crayon expects a final and binding offer to be subject to several conditions, including but not limited to, the continuing recommendation of the Rhipe Board, no material adverse change occurring in relation to Rhipe and other customary conditions, including Rhipe shareholder approval, Foreign Investment Review Board (FIRB) approval and other requisite regulatory approvals.

There is no certainty that, following the due diligence process, Crayon will submit a binding proposal or that the a transaction will occur.

Further updates on the potential acquisition will be given in due course.

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 2,000 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.