Nekkar — M&A Activity 2016

Jun 19, 2016

TTS Group ASA : Palfinger Marine GmbH to acquire TTS Group ASA

TTS Group ASA : Palfinger Marine GmbH to acquire TTS Group ASA

The Board of Directors of TTS Group ASA has agreed to recommend a proposed offer

to the shareholders.

The Boards of Directors of TTS Group ASA and Palfinger Marine GmbH have on 19

June 2016 entered into a transaction agreement regarding an acquisition of TTS

Group ASA by Palfinger Marine GmbH. Under the terms of the agreement, Palfinger

Marine GmbH will put forward a recommended voluntary cash offer (the "Offer")

pursuant to the Norwegian Securities Trading Act for all of the shares in TTS

Group ASA. Palfinger Marine GmbH offers to acquire all the shares in TTS Group

ASA for a price per share of NOK 5.60 in cash. If the Offeror has not announced

the settlement of the Offer within 1 September 2016, an interest equal to 5 %

p.a. shall be added to the price to be paid per share, calculated from and

including 1 September 2016, to and excluding the date the Offeror announces the

settlement of the Offer.

The Offeror's decision and obligation to put forward the Offer is subject to the

following: (i) the Board not having modified, qualified, amended or withdrawn

its recommendation of the Offer; (ii) that the Company has made public any

inside information regarding the Company and financial instruments issued by the

Company, as defined by the Securities Trading Act section 3-2; (iii) that no

material adverse change  have taken place during the period beginning on the

date of the transaction agreement and ending on the date when the voluntary

offer document is published; and (iv) the transaction agreement not having been

terminated. The Offeror may inter alia terminate the transaction agreement if

material findings are revealed during a customary due diligence. Should any of

the conditions for putting forward the Offer not be met, or waived by the

Offeror, the Offer will not be made.

The Offer price values the total share capital of TTS Group ASA on a fully

diluted basis at approximately NOK 600 million. This represents a premium of

approximately 65% to the closing share price in TTS Group ASA on 17 June 2016,

the last trading day prior to the announcement of the Offer and a premium of

approximately 76% to the three month volume weighted average share price in TTS

Group ASA for the period ending on 17 June 2016.

Shareholders representing 67% of the total issued shares in TTS Group ASA,

including the Company's 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. Subject to the

Conversion (as defined below), 65.5% of the bondholders under TTS Group ASA's

existing bond loan supports the Offer by having agreed to transfer shares issued

upon Conversion to Palfinger Marine GmbH subject to customary conditions. That

means that shareholders and bondholders representing 66.3 % of the shares in TTS

Group ASA on a fully diluted basis supports the Offer by having pre-accepted it

subject to customary conditions. 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

the Conversion.

After careful consideration of the terms and conditions of the Offer, the Board

of Directors has unanimously resolved to recommend that shareholders of TTS

Group ASA accept the Offer. The Board of Directors has based its recommendation

on an assessment of factors the Board has deemed relevant in relation to the

Offer, including, but not limited to its assumptions regarding TTS Group ASA's

business and financials, strategic alternatives available for TTS Group ASA as

well as different shareholder issues, including the fact that shareholders

representing 66.3% of the shares in TTS Group ASA on a fully diluted basis

already has pre-accepted the Offer.

Provided that the Offer has been accepted by shareholders that, together with

such holders of bonds under TTS Group ASA's existing bond loan that have agreed

to a conversion of its bonds, represent in total more than 90 % of the issued

and outstanding share capital and voting rights on a fully diluted basis and

certain conditions have been either fulfilled or waived by Palfinger Marine

GmbH, TTS Group ASA will initiate the process of requiring a conversion of all

outstanding bonds under its existing bond loan agreement to shares, and

subsequently an immediate transfer of such converted shares to Palfinger Marine

GmbH at the same terms as the Offer (the "Conversion").

The Offer will not be subject to any financing condition. The complete details

of the Offer, including all terms and conditions, will be contained in an offer

document (the "Offer Document") to be sent to the shareholders in TTS Group ASA

following review and approval by the Oslo Stock Exchange pursuant to Chapter 6

of the Securities Trading Act.

As will be further detailed and specified in the Offer Document, the completion

of the Offer will be subject to the following conditions being satisfied or

waived by Palfinger Marine GmbH:

1. the Offer shall at or prior to the expiration of the offer period have been

validly accepted by shareholders of TTS Group ASA that, together with such

holders of bonds under TTS Group ASA's existing bond loan that have agreeed

to a conversion of its bonds, represent in total more than 90 % of the

issued and outstanding share capital and voting rights of TTS Group ASA on a

fully diluted basis, and such acceptances and shares not being subject to

third party consents in respect of pledges or other rights;

2. the Board of Directors of TTS Group ASA shall not have modified, qualified,

amended or withdrawn its statement relating to the Offer;

3. all permits, consents and approvals required from applicable regulatory and

governmental authorities for the completion of the Offer shall have been

obtained or any applicable waiting periods have expired or lapsed, in each

case on terms which do not (i) materially limit the value of the

transaction; (ii) impose any divestiture, hold separate or other conditions

materially affecting the operations or governance of TTS Group ASA,

Palfinger Marine GmbH or their respective affiliates; or (iii) which would

otherwise hinder the consummation of the Offer,

4. no court or other governmental or regulatory authority of competent

jurisdiction shall have taken any form of legal action (whether temporary,

preliminary or permanent) that is in effect and restrains or prohibits the

consummation of the Offer or shall in connection with the Offer have imposed

conditions upon Palfinger Marine GmbH, TTS Group ASA or their respective

affiliates which (i) materially and adversely affect the value of the

transactions contemplated by the Offer; or (ii) imply a divestiture or

conditions materially affecting the operations or governance of TTS Group

ASA, Palfinger Marine GmbH or their respective affiliates; and

5. there shall have been no material breach by TTS Group ASA of the transaction

agreement.

The Offer Document is expected to be filed with Oslo Stock Exchange by 11 July

2016. It is expected that the Offer Document will be sent to the shareholders in

TTS Group ASA during the same week. The acceptance period for the Offer will be

4 weeks from the date of the Offer Document being released with a possible

extension. The Offer will not be made in any jurisdiction in which the making of

the Offer would not be in compliance with the laws of such jurisdiction. This

notification does not in itself constitute an offer. The Offer will only be made

on the basis of the Offer Document and can only be accepted pursuant to the

terms of such document.

Pareto Securities AS are acting as financial advisors to TTS Group ASA in

connection with the Offer. Wikborg Rein & Co Advokatfirma DA is acting as legal

advisor to TTS Group ASA in connection with the Offer.

Norne Securities AS and InFima AS are acting as financial advisors to the

Palfinger Marine GmbH in connection with the Offer. Advokatfirmaet Selmer DA is

acting as legal advisor to the Offeror in connection with the Offer.

For further information, please contact:

Trym Skeie

Chairman, TTS Group ASA

M: +47 915 19 207

* * *

Further information

The information in this announcement is not intended to be exhaustive. For

further information explicit reference is made to the Offer Document. This Offer

Document will contain further details regarding the Offer, and TTS Group ASA

shareholders are advised to review the Offer Document in detail once published.

This announcement does not in itself constitute an offer. The Offer will be only

be made on the basis of the Offer Document and can only be accepted pursuant to

the terms thereof.

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 Marine GmbH 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. The Offer will not be

made in any jurisdiction in which making of the Offer would not be in compliance

with the laws of such jurisdiction.

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 Group ASA or Palfinger Marine GmbH are

forward-looking statements that involve risk 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.

The information herein is subject to disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#2021649]