Gram Car Carriers ASA

M&A Activity • Jun 24, 2024

Reminder of expiry of the offer period for the recommended voluntary cash offer by SAS Shipping Agencies Services Sàrl to acquire all issued and outstanding shares of Gram Car Carriers ASA

Reminder of expiry of the offer period for the recommended voluntary cash offer by SAS Shipping Agencies Services Sàrl to acquire all issued and outstanding shares of Gram Car Carriers ASA

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

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,

HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL.

24 June 2024:

Reference is made to the recommended voluntary cash offer by SAS Shipping

Agencies Services Sàrl (the "Offeror") to acquire all issued and outstanding

shares (the "Shares") of Gram Car Carriers ASA ("GCC" or the "Company") at a

cash consideration of NOK 263.69 per Share, as further set out in the offer

document dated 23 May 2024 (the "Offer Document") and the stock exchange

announcement on 27 May 2024 regarding commencement of the offer period for the

Offer (the "Offer Period").

The Offer Period will expire on Wednesday, 26 June 2024, at 16:30 (CEST).

Shareholders that want to accept the Offer for their Shares must complete and

return the acceptance form, which is included in the Offer Document, prior to

expiry of the Offer Period in accordance with the procedures set out in the

Offer Document.

The complete terms and conditions of the Offer, including procedures for

accepting the Offer, are set out in the Offer Document, which, subject to

regulatory restrictions in certain jurisdictions, has been sent to all

shareholders registered in the Company's shareholder register in Euronext VPS as

of 23 May 2024, and is available digitally at

www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner/gramcar-forside, or may

be obtained free of charge during ordinary business hours at the offices of the

receiving agent for the Offer, DNB Markets, a part of DNB Bank ASA, at Dronning

Eufemias gate 30, N-0021 Oslo, Norway. The Offer can only be accepted on the

basis of the Offer Document.

The Offer is subject to certain closing conditions, as further set out under

Section 4.3 (Conditions for completion of the Offer) of the Offer Document,

including, but not limited to, the receipt of regulatory approvals, and the

Offer being validly accepted by shareholders of the Company representing 90% or

more of the issued and outstanding share capital and voting rights of the

Company on a fully diluted basis (excluding the 300,000 treasury shares owned by

the Company) and such acceptances not being subject to any third party consents

in respect to pledges and other rights.

About Gram Car Carriers

GCC is the world's third-largest tonnage provider within the Pure Car Truck

Carriers (PCTCs) segment with 17 owned vessels, across the Distribution, Mid

-size and Panamax segments. The Company provides vessels and logistics solutions

ensuring safe and efficient shipment of vehicles for a network of clients

comprising of major global and regional PCTC operators.

About the Offeror and the MSC Group

The Offeror is a wholly owned subsidiary of MSC Mediterranean Shipping Company

SA (together with its subsidiaries, the "MSC Group"). The MSC Group is a private

global leader in transportation and logistics founded in 1970 and headquartered

in Geneva, Switzerland since 1978. It is owned and managed by the Aponte family.

Despite having grown organically and through several strategic acquisitions over

the past decades to become a leading transportation and logistics conglomerate,

the MSC Group remains true to its core values at all times, particularly family

spirit and care for its 200,000 employees. As one of the world's leading

container shipping lines, the MSC Group has 675 offices across 155 countries

worldwide. With access to a network of road, rail, air and sea transport

resources which stretches across the globe, the MSC Group prides itself on

delivering global service with local knowledge. The MSC Group's shipping line

sails on more than 300 trade routes, calling at over 520 ports.

Advisors:

Fearnley Securities AS and Jefferies LLC are acting as financial advisors to the

Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company

in connection with the Offer. Capient AS is acting as investor relations and

communications advisor. DNB Markets, part of DNB Bank ASA, is acting as

financial advisor to the Offeror and its affiliates and receiving agent in

connection with the Offer. Advokatfirmaet Thommessen AS is acting as legal

advisor to the Offeror and its affiliates in connection with the Offer.

IR Contacts:

Gram Car Carriers ASA

Mas Gram, Head of Projects and IR

Telephone: +47 95 41 00 93

E-mail: ir@gramcar.com

Media Contacts:

Gram Car Carriers ASA

Jan Petter Stiff, senior adviser Capient AS

Telephone: +47 995 13 891

E-mail: jps@capientco.com

For MSC and the Offeror:

Giles Read, Global Head of Public Relations

Telephone: +41 22 703 88 88

E-mail: media@msc.com

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

-12 of the Norwegian Securities Trading Act.

***

IMPORTANT INFORMATION

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 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, South Korea and Japan, or any other jurisdiction in

which such would be unlawful. 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 (the "U.S.") should review "Notice to U.S. Shareholders"

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 for information purposes only and is not a tender offer

document and, as such, is not intended to does not constitute or form any part

of an offer or the solicitation of an offer to purchase, otherwise acquire,

subscribe for, sell or otherwise dispose of any securities, or the solicitation

of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

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.

Notice to U.S. Shareholders

The Shares are admitted to trading on the OTCQX[® ]Best Market in New York, the

U.S., a non-regulated over-the-counter market place operated by the OTC Market

Group. U.S. Shareholders (as defined below) are advised that the Shares are not

listed on a U.S. securities exchange and that GCC 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 is made to holders of Shares resident or with a place of habitual

abode in the U.S. ("U.S. Shareholders") on the same terms and conditions as

those made to all other holders of Shares of GCC to whom an offer is made. Any

information documents, including the Offer Document, are being disseminated to

U.S. Shareholders on a basis comparable to the method that such documents are

provided to GCC's other Shareholders to whom an offer is made. The Offer is made

by the Offeror and no one else.

The Offer relates to shares of a Norwegian company listed and trading on the

Oslo Stock Exchange and is subject to the legal provisions of the Norwegian

Securities Trading Act regarding the implementation and disclosure requirements

for such an offer, which differ substantially from the corresponding legal

provisions of the U.S. The Offer is made to U.S. Shareholders pursuant to

Section 14I and Regulation 14E 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 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 the relevant

rules of the Norwegian Securities Trading Act, which differ from payment and

settlement procedures customary in the U.S., particularly with regard to the

payment date of the consideration. 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 U.S. 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 U.S. or other

means reasonably calculated to inform U.S. Shareholders of such information. In

addition, the financial advisors to the Offeror may also engage in ordinary

course trading activities in securities of GCC, which may include purchases or

arrangements to purchase such securities.

Neither the SEC nor any US state securities commission or U.S. regulatory

authority has approved or disapproved the Offer or passed any comment upon the

adequacy, accuracy or completeness of the Offer Document or any other documents

regarding the Offer. Any representation to the contrary is a criminal offense in

the U.S.