Q-Free ASA — M&A Activity 2023

Sep 26, 2023

Guardian Smart Infrastructure Management and Rieber & Søn AS Announce Joint Venture to Purchase Q-Free ASA shares at NOK 12.00 per share

Guardian Smart Infrastructure Management and Rieber & Søn AS Announce Joint Venture to Purchase Q-Free ASA shares at NOK 12.00 per share

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Trondheim, 26 September 2023

Juniper Holdco AS ("Juniper") and Rieber & Søn AS ("Rieber") have today entered

into a conditional agreement for Juniper to acquire Rieber's 62.8% shareholding

in Q-Free ASA ("Q-Free" or the "Company") at a price of NOK 12.00 per share (the

"Purchase Price") (the "Transaction").

Subject to completion of the Transaction, Juniper will make an offer at NOK

12.00 per share to the remaining shareholders as specified in Chapter 6 of the

Norwegian Securities Act (the "Mandatory Offer"). Juniper, Rieber and the

Company have entered into a transaction agreement, regulating the rights and

obligations of the parties in connection with the Transaction and the Mandatory

Offer.

Juniper is 70% owned by a subsidiary of Guardian Capital Group Limited

("Guardian") and 30% owned by Rieber, a Bergen based privately held investment

firm.

The Purchase Price represents a premium of:

· 99.34% to the closing price on the Oslo Stock Exchange on 25 September 2023,

being the last trading day prior to the date of this announcement;

· 106.23% to the volume weighted average share price during the three-month

period ending on 25 September 2023; and

· 111.15% to the volume weighted average share price during the six-month

period ending on 25 September 2023.

Conditions to completion of the Transaction include:

i. There having been no material breach by Q-Free or Rieber of their

undertakings in the Transaction Agreement; and

ii. The absence of a material adverse change.

Completion of the Transaction is expected to take place early October 2023.

The board of directors of Q-Free (excluding its members having a conflict of

interest) (the "Board") recommends that the Company's shareholders accept the

Mandatory Offer. The Board's recommendation is unanimous. As part of the

Transaction Agreement, the Board has undertaken not to solicit competing offers

from third parties and not to amend or withdraw its recommendation, subject to

customary conditions.

Commenting on the transaction, Robert Mah, President of Guardian Smart

Infrastructure Management Inc., stated, "We are excited to partner with one of

Europe's leading investors in technology driven infrastructure. Q-Free is highly

regarded, particularly for its edge technology solutions, in the rapidly growing

market for intelligent transportation services designed to ease congestion,

reduce pollution, and improve the quality of life for commuters, professional

drivers and fleet operators in the key global markets the Company serves. As

experienced long term infrastructure investors, we plan to provide additional

resources to this Trondheim based business in an effort to continue its strong

record of growth and leading by innovation".

Guardian's CEO George Mavroudis added "We formed our infrastructure strategy to

invest in the growing number of opportunities where digital and traditional

infrastructure are converging." Guardian's infrastructure strategy is headed by

seasoned infrastructure investor Rob Mah, who together with his partners, has

invested over $US 11 billion in 37 infrastructure transactions, many of which

are relevant to Q-Free and its customers in traffic management, toll roads and

ports/intermodal.

Rieber's Managing Director Fritz Rieber, added, "We in Rieber & Søn would like

to express our gratitude to the employees, management, and board for their

efforts in driving improvements in the business and launching the implementation

of a new business model since our initial investment in 2016. These positive

changes have positioned Q-Free for the next phase of growth and development.

Rieber aims to be a driving force in further developing Q-Free also for the

years to come and, through Guardian, has identified a partner that is believed

to have the potential to significantly contribute to the Company's growth, both

financially and through its network, particularly in North America. This

strategic collaboration is intended to solidify and enhance Q-Free's position as

a leading Intelligent Transportation Systems (ITS) company".

Geir Bjørlo, deputy Chairman of the Board at Q-Free, said, "The Board believes

the terms of the offer from Juniper Holdco AS are in the best interests of Q

-Free and our shareholders, and that the offer will benefit our employees,

customers and partners. The Board recommends the offer as it represents a fair

valuation of the company, as well as significant opportunities for accelerating

the company's journey as the leading provider and prime mover of intelligent

traffic solutions."

The complete terms of the Mandatory Offer will be set out in an offer document

(the "Offer Document") to be sent to the Company's shareholders following review

and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian

Securities Trading Act. The Offer Document is expected to be approved during the

first half of October. This notification does not in itself constitute an offer.

The Mandatory Offer may only be accepted based on the Offer Document.

Juniper intends to make a compulsory acquisition of the remaining shares in Q

-Free upon acquiring more than 90% of the shares in the Company under the

Mandatory Offer. Further, subject to the outcome of the Mandatory Offer, Juniper

intends to propose to the general meeting of Q-Free that an application is filed

with the Oslo Stock Exchange to de-list the shares.

Q-Free will engage an independent third party to provide the formal statement

about the Offer to be issued in accordance with section 6-16 (1) cf. 6 -19 (1)

of the Norwegian Securities Trading Act.

Advisers:

Advokatfirmaet Schjødt AS and Kirkland & Ellis are acting as legal advisors to

Guardian. Wikborg Rein Advokatfirma AS is acting as legal advisor to Rieber.

Advokatfirmaet Thommessen AS is acting as legal advisors to the Company.

Harris Williams is acting as financial adviser to Guardian. DnB Bank ASA is

acting as settlement agent to the Bidder.

Contacts

Q-Free:

Thale Kuvås Solberg, President & CEO, Q-Free ASA

Tel: +47 936 800 30

Email: thale.kuvas.solberg@q-free.com

Guardian:

Robert Mah, President, Guardian Smart Infrastructure Management Inc.

Tel: +1-416-947-4033

Email: rmah@guardiancapital.com

Rieber:

Øystein Elgan, Director

Tel: +47 901 08 833

Email: oystein@rieberson.no

About Q-Free:

Q-Free ASA (OSE: QFR) is a global innovator in intelligent transportation

systems that improve traffic flow, road safety, and air quality. With an open,

collaborative approach to tolling, traffic and active transportation management,

Q-Free works with customers and partners on every continent to digitize

infrastructure and overcome modern mobility challenges for the greater good of

society. Headquartered in Trondheim, Norway, Q-Free has annual revenues of

approximately 1 billion NOK and employs approximately 360 transportation

innovators, experts, and enthusiasts. To learn more about how Q-Free is

"changing the movements of life", visit www.q-free.com or Twitter: @Q-FreeASA.

The Mandatory Offer will not be subject to any closing conditions. The

acceptance period in the Mandatory Offer will be four (4) weeks and will

commence following publication of the Offer Document. Settlement will be made

within two (2) weeks after expiry of the offer period.

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

the Mandatory Offer would violate applicable laws or regulations or would

require actions which the Bidder in its reasonable opinion, after having

consulted with the Company, deems unduly burdensome.

As the Board's recommendation is made pursuant to the Transaction Agreement, it

does not serve as the formal statement to be made pursuant to sections 6-16 and

6-19 of the Norwegian Securities Trading Act. The Company has in this respect

engaged KWC as an independent third party who, subject to approval by the Oslo

Stock Exchange, is expected to provide the formal statement concerning the

Mandatory Offer, to be issued in accordance with section 6-16 (1) cf. section 6

-19 (1) of the Norwegian Securities Trading Act.

About Guardian Capital:

Toronto based Guardian Capital Group Limited ("Guardian") is a global asset

manager with approximately $CDN 56.5 billion of assets under management and

administration as of 6/30/23, Guardian has been managing institutional assets

since 1962, executing investment strategies on behalf of pension plans,

insurers, foundations, endowments, family offices and mutual funds around the

world. Guardian does not control any companies that directly compete with Q-Free

About Rieber:

Rieber & Søn AS is a family-owned Norwegian investment company with an

industrial legacy dating back to 1839. Rieber has a portfolio of short-term

investments as well as investments with a long-term perspective. Rieber & Søn

respects and values the experience and know-how built and cultivated in the

companies. On this basis, Rieber & Søn generally want to serve as an active

partner for management in developing the business, for the benefit of employees,

owners, and society at large.

Important notice:

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements according

to section 5-12 of the Norwegian Securities Trading Act. The information was

submitted for publication by Board Secretary, Rita Bøe Isaksen on behalf of Q

-Free on 26 September 2023 at 22:25 CET.

***

The Mandatory Offer and the distribution of this announcement and other

information in connection with the Mandatory Offer and the Transaction may be

restricted by law in certain jurisdictions. When published, 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 and Japan. The Bidder does not assume any 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 announcement is not a tender offer document and, as such, does not

constitute an offer or the solicitation of an offer to acquire shares in the

Company. Investors may accept the Mandatory 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. Holders

U.S. Holders (as defined below) are advised that the shares of the Company are

not listed on a U.S. securities exchange and that the Company is not subject to

the periodic reporting requirements of the U.S. Securities Exchange Act of 1934

(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 Mandatory Offer will be made in reliance on the exemption from certain

requirements of Regulation 14E of the U.S. Exchange Act provided by Rule 14d

-1(c) thereunder, and otherwise in accordance with the requirements of Norwegian

law. Accordingly, the Mandatory Offer will be subject to disclosure and other

procedural requirements, including with respect to the offer timetable,

withdrawal rights, settlement procedures and timing of payments, that are

different from those that would be applicable under U.S. domestic tender offer

procedures and law. The Mandatory Offer will be made in the United States by the

Bidder and no one else.

The Mandatory Offer will be made to holders of shares of the Company resident in

the United States ("U.S. Holders") on the same terms and conditions as those

made to all other holders of shares of the Company to whom an offer is made. Any

information documents, including the Offer Document, will be disseminated to

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

provided to the Company's other shareholders to whom an offer is made.

The receipt of cash pursuant to the Mandatory Offer by a U.S. Holder of the

shares of the Company may be a taxable transaction for U.S. federal income tax

purposes and under applicable state and local, as well as foreign and other tax

laws. Each holder of shares of the Company is urged to consult his independent

professional advisor immediately regarding the tax consequences of acceptance of

the Mandatory Offer.

It may be difficult for U.S. Holders of shares of the Company to enforce their

rights and any claim arising out of the U.S. federal securities laws, since the

Bidder, Rieber and the Company are located in and organized under the laws of

countries other than the United States, and some or all of their officers and

directors may be residents of a country other than the United States, and their

respective assets are located primarily outside the United States. U.S. Holders

of shares of the Company may not be able to sue a non-U.S. company or its

officers or directors in a non-U.S. court for violations of the U.S. securities

laws. Further, although U.S. Holders of shares of the Company are not waiving

their rights under U.S. federal laws by accepting the Mandatory Offer, it may be

difficult to compel a non-U.S. company and its affiliates to subject themselves

to a U.S. court's judgement. As used herein, the "United States" or the "U.S."

means the United States of America, its territories and possessions, any state

of the United States of America, and the District of Columbia.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder

and its affiliates or brokers (acting as agents for the Bidder or its

affiliates, as applicable) may from time to time, and other than pursuant to the

Mandatory Offer, directly or indirectly, purchase or arrange to purchase, shares

of the Company or any securities that are convertible into, exchangeable for or

exercisable for such shares outside the United States during the period in which

the Mandatory 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 United States or other means

reasonably calculated to inform U.S. Holders of such information. In addition,

the financial advisors to the Bidder may also engage in ordinary course trading

activities in securities of the Company, which may include purchases or

arrangements to purchase such securities.

Neither the SEC nor any U.S. state securities commission has approved or

disapproved or will approve or disapprove the Mandatory Offer, passed or will

pass upon its fairness or passed or will pass upon the fairness, adequacy or

completeness of this document or any documentation relating to the Mandatory

Offer. Any representation to the contrary is a criminal offence in the United

States.