Q-Free ASA — M&A Activity 2021

Jan 14, 2021

Q-Free: Launch of mandatory offer to acquire all shares in Q-Free ASA

Q-Free: Launch of mandatory offer to acquire all shares in Q-Free ASA

The Offer is not being made, and this press release may not be distributed,

directly or indirectly, in or into, nor will any tender of shares be accepted

from or on behalf of holders in, any jurisdiction in which the making of the

Offer, the distribution of this stock exchange announcement or the acceptance of

any tender of shares would contravene applicable laws or regulations.

(Oslo, 14 January 2021): Reference is made to the stock exchange announcement

published by Rieber & Søn AS ("Rieber & Søn") on 15 December 2020 where Rieber &

Søn announced that it had acquired shares in Q-Free ASA (the "Company")

resulting in an aggregate holding of 41.06% of the shares and votes in the

Company, and thereby triggering an obligation to make a mandatory offer for the

remaining shares in the Company pursuant to Chapter 6 of the Norwegian

Securities Trading Act (the "Offer"). As of the date hereof, Rieber & Søn owns

50,258,397 shares, representing 46.68% of the share capital and votes in the

Company.

The terms and conditions of the Offer are set out in an offer document prepared

by Rieber & Søn dated 14 January 2021 (the "Offer Document"). The Oslo Stock

Exchange has in its capacity as take-over authority of Norway, pursuant to

Section 6-14 of the Norwegian Securities Trading Act, reviewed and on 14 January

2021 approved the Offer Document.

The key terms of the Offer are:

· Offer Price: NOK 4,70 per share

· Acceptance Period: From and including 15 January 2021 to and including 12

February 2021 at 16:30 (CET). The offer period may be extended by up to two

weeks.

· Settlement: In NOK within two weeks after the expiry of the Acceptance

Period

· Receiving Agent: DNB Bank ASA, e-mail: retail@dnb.no

The Offer may only be accepted on the basis of the Offer Document. Subject to

regulatory restrictions in certain jurisdictions, the Offer Document will be

sent to the Company's shareholders as registered in the VPS as of the date of

the Offer Document. The Offer Document will, subject to regulatory restrictions

in certain jurisdictions, also be available on Rieber & Søn's homepage:

www.rieberson.no/en/news

For further information please contact:

Rieber & Søn, Øystein Elgan, +47 901 08 833