Nekkar — M&A Activity 2016

Jul 18, 2016

TTS GROUP ASA - THE ACCEPTANCE PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER MADE BY PALFINGER MARINE GMBH HAS COMMENCED

TTS GROUP ASA - THE ACCEPTANCE PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER MADE BY PALFINGER MARINE GMBH HAS COMMENCED

With reference to the voluntary offer for the

outstanding shares of TTS Group ASA ("TTS"; OSE ticker

code "TTS") as announced on 19 June 2016 (the "Offer")

and the approval of the offer document for the Offer

by Oslo Børs as announced on 18 July 2016 (the "Offer

Document"), Palfinger Marine GmbH ("Palfinger") today

announces the commencement of the offer period for the

Offer.

- The acceptance period started today, Monday 18

July 2016, and ends on Friday 12 August 2016 at 16:30

CET, unless extended in accordance with the terms set

forth in the Offer Document.

- The Offer Document, containing the full terms

and conditions of the Offer, will be distributed to

all registered shareholders of TTS whose address

appears in TTS' share holder register in the VPS as of

15 July 2016, except shareholders residing in

jurisdictions where the Offer Document may not be

lawfully distributed, and is also available on Norne

Securities AS' web site: www.norne.no.

- Norne Securities AS is acting as receiving

agent for the Offer, and all acceptances must be

returned to Norne Securities in accordance with the

procedures described in the Offer Document.

As announced on 19 June 2016, the board of TTS has

unanimously recommended that shareholders accept the

Offer. A cash consideration of NOK 5.60 is offered per

share, valuing the total share capital of TTS on a

fully diluted basis at approximately NOK 600 million.

Shareholders representing 67 percent of the shares,

including TTS' largest shareholders, the Skeie family,

Rasmussengruppen AS, Holberg Norge, Barrus Capital AS

and Skagen Vekst supports the Offer by having pre-

accepted it subject to customary conditions. Further,

65.5% of the bondholders under TTS' existing bond loan

support the Offer by having agreed to transfer shares

issued upon a conversion of the bond loan to Palfinger

subject to customary conditions. In total, and on a

fully diluted basis, shareholders and bondholders

representing 66.3 % of the shares in TTS supports the

Offer by having pre-accepted the Offer.

All Board members and their respective close

associates holding shares and/or bonds in the Company

have given their pre-acceptance to the Offer in

respect of the shares they hold or will receive upon a

conversion of TTS' existing bond loan.

The completion of the Offer is subject to satisfaction

or waiver of certain conditions, as further set out in

the Offer Document.

This notification does not in itself constitute an

offer. The Offer is made in the Offer Document and can

only be accepted pursuant to the terms of such

document.

Norne Securities AS and InFima AS are acting as

financial advisors to Palfinger Marine GmbH in

connection with the Offer. Advokatfirmaet Selmer DA is

acting as legal advisor to Palfinger Marine GmbH in

connection with the Offer.

***

This information is subject to the disclosure

requirements according to Section 5-12 of the

Norwegian Securities Trading Act.

THE OFFER IS NOT BEING MADE AND DOES NOT CONSTITUTE AN

OFFER OR SOLICITATION IN ANY JURISDICTION OR TO ANY

PERSON WHERE THE MAKING OR ACCEPTANCE OF THE OFFER OR

SOLICITATION WOULD BE IN VIOLATION OF THE LAWS OR

REGULATIONS OF SUCH JURISDICTION

The Offer and the distribution of this announcement

and other information in connection with the Offer may

be restricted by law in certain jurisdictions.

Palfinger assumes no 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 release contains certain forward-looking

statements within the meaning of the securities 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 TTS or Palfinger

are forward-looking statements that involve risks 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.

Special Notice to Shareholders in the United States

The Offer referenced in this announcement will be made

for shares of TTS, a company incorporated under

Norwegian law, and is subject to Norwegian disclosure

and procedural requirements, which are different from

those of the United States. The shares of TTS have not

been registered under the U.S. Securities Exchange Act

of 1934, as amended (the "US Exchange Act") (and TTS

is not subject to the periodic reporting requirements

of the US Exchange Act, as amended, and is not

required to, and does not, file any reports with the

US Securities and Exchange Commission thereunder), and

are not listed or traded on any stock exchange in the

United States. Accordingly, the Offer will be made in

the United pursuant to an exemption from certain

requirements of the United States federal tender offer

rules as provided by Rule 14d-1(c) under the US

Exchange Act and is subject only to certain provisions

of Section 14(e) and Regulation 14E thereunder and

certain other applicable laws. Financial information

included in this announcement, if any, has been

prepared in accordance with foreign accounting

standards that may not be comparable to the financial

statements of United States companies.

To the extent permissible under applicable law or

regulation, the Offeror and its affiliates or brokers

(acting as agents for the Offeror or its affiliates,

as applicable) may from time to time after the date

hereof, and other than pursuant to the Offer, directly

or indirectly purchase, or arrange to purchase, shares

of TTS, that are the subject of the Offer or any

securities that are convertible into, exchangeable for

or exercisable for such shares. To the extent

information about such purchases or arrangements to

purchase is made public in Norway, such information

will be disclosed by means of a press release or other

means reasonably calculated to inform U.S.

shareholders of TTS of such information. In addition,

the financial advisors to the Offeror may also engage

in ordinary course trading activities in securities of

TTS, which may include purchases or arrangements to

purchase such securities.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE

COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR

REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF

THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS

ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT

IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE

CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER

THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION

AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER

NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF

THIS COMMUNICATION BEING SENT VIA AN EMAIL SYSTEM.