REC Silicon

M&A Activity • Jun 24, 2025

REC SILICON - EXTENSION OF ACCEPTANCE PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN REC SILICON ASA

REC SILICON - EXTENSION OF ACCEPTANCE PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN REC SILICON ASA

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

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, SOUTH KOREA, NEW ZEALAND, SOUTH

AFRICA, JAPAN, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,

PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement published on 23 May 2025

regarding the publication of the offer document dated 22 May (the "Offer

Document") and launch of the acceptance period for the board recommended

voluntary all cash offer (the "Offer") by Anchor AS (the "Offeror") to acquire

all issued and outstanding shares (the "Shares") in REC Silicon ASA (the

"Company") at an offer price of NOK 2.20 per Share.

The initial acceptance period expires on 24 June 2025 at 16:30 (CEST). The

Offeror hereby announces an extension of the acceptance period under the Offer

until 8 July 2025 at 16:30 (CEST), subject to further extensions at the

discretion of the Offeror as further set out in the Offer Document (up to a

total acceptance period of up to ten weeks, with the latest possible expiry

date of the acceptance period on 1 August 2025).

As a consequence of the extension, the settlement of the Offer will be

postponed correspondingly. Except for the extension of the acceptance period,

no amendments are made to the Offer.

The amendment of the acceptance period has been approved, and this stock

exchange announcement has been reviewed, by the Norwegian Financial

Supervisory Authority, in its capacity as takeover authority.

The Offeror will provide an update on the status of received acceptances of

the Offer in a separate stock exchange announcement, which will be published

by 09:00 (CEST) tomorrow, 25 June 2025.

Acceptances of the Offer already received will remain binding and there is no

need for shareholders that have already accepted the Offer to take any further

action to confirm their acceptances.

The Offer is only capable of being accepted pursuant to the Offer Document,

and the complete terms and conditions for the Offer (other than the amendments

made pursuant to this announcement) are included in the Offer Document.

The Offer Document, containing the complete terms and conditions of the Offer,

is available at the following web page during the acceptance period:

www.dnb.no/emisjoner

(https://protect.checkpoint.com/v2/___http:/www.dnb.no/emisjoner___.YzJlOnNjaGpkdGFzOmM6bzpmMTM2MmY4NDdiOGExYTcyYzc0NTM0MDIwMjMzNWRhMTo2OmI5NjU6MTZjZDg3Y2Q3NWE4NTc5MjJiOTAwMDUxMjI1ZWU2ODVmYTI0YzEyNTE1YTgxMjg1Y2I4NjZkNDEyMzdlYzY3NzpwOlQ6Tg)

Advisors

DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor and

receiving agent and Advokatfirmaet Wiersholm is acting as legal advisor to the

Offeror. Arctic Securities AS is acting as financial advisor and

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Important Notice:

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, South Korea, New Zealand, South Africa, Hong Kong and Japan. 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 should review

"Notice to U.S. Holders" 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 and 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.

Shareholders of the Company must rely upon their own examination of the Offer

Document. Each shareholder should study the Offer Document carefully in order

to be able to make an informed and balanced assessment of the Offer and the

information that is discussed and described therein. Shareholders should not

construe the contents of this announcement as legal, tax or accounting advice,

or as information necessarily applicable to each shareholder. Each shareholder

should seek independent advice from its own financial and legal advisors prior

to making a decision to accept the Offer.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit

estimate and no statement in this announcement should be interpreted to mean

that earnings or earnings per Share for the current or future financial years

would necessarily match or exceed the historical published earnings or earning

per Share.

Forward-looking statements

This announcement, oral statements made regarding the Offer, and other

information published by the Offeror and/or the Company may contain statements

which are, or may be deemed to be, "forward looking statements". Such forward

looking statements are prospective in nature and are not based on historical

facts, but rather on current expectations and on numerous assumptions

regarding the business strategies and the environment in which the group will

operate in the future and are subject to risks and uncertainties that could

cause actual results to differ materially from those expressed or implied by

those statements. The forward-looking statements contained in this

announcement relate to the group's future prospects, developments and business

strategies, the expected timing and scope of the Offer and other statements

other than historical facts. In some cases, these forward looking statements

can be identified by the use of forward looking terminology, including the

terms "believes", "estimates", "will look to", "would look to", "plans",

"prepares", "anticipates", "expects", "is expected to", "is subject to",

"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",

"cost-saving", "projects" "intends", "may", "will" or "should" or their

negatives or other variations or comparable terminology. Forward-looking

statements may include statements relating to the following: (i) future

capital expenditures, expenses, revenues, earnings, synergies, economic

performance, indebtedness, financial condition, dividend policy, losses,

contract renewals and future prospects; (ii) business and management

strategies and the expansion and growth of the Company's operations; and (iii)

the effects of global economic and political conditions and governmental

regulation on the Company's business. By their nature, forward-looking

statements involve risk and uncertainty because they relate to events and

depend on circumstances that will occur in the future. These events and

circumstances include changes in the global, political, economic, business,

competitive, market and regulatory forces, future exchange and interest rates,

changes in tax rates and future business combinations or disposals. If any one

or more of these risks or uncertainties materialises or if any one or more of

the assumptions prove incorrect, actual results may differ materially from

those expected, estimated or projected. Such forward looking statements should

therefore be construed in the light of such factors. Neither the Company nor

the Offeror nor any member of their respective groups, nor any of their

respective members, associates or directors, officers or advisers, provides

any representation, assurance or guarantee that the occurrence of the events

expressed or implied in any forward-looking statements in this announcement

will actually occur. Given these risks and uncertainties, potential investors

should not place any reliance on forward looking statements.

The forward-looking statements speak only at the date of this document. All

subsequent oral or written forward-looking statements attributable to any

member of the Company group, the Offeror or any member of their respective

group, or any of their respective members, associates, directors, officers,

employees or advisers, are expressly qualified in their entirety by the

cautionary statement above.

The Company, the Offeror and each member of their respective groups expressly

disclaim any obligation to update such statements other than as required by

law or by the rules of any competent regulatory authority, whether as a result

of new information, future events or otherwise.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares 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, 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 will be made to holders of Shares 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

Offer will be made by the Offeror and no one else.

The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E

under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in

accordance with the requirements of Norwegian law. Accordingly, the Offer is

subject to disclosure and other procedural requirements timetable, settlement

procedures and timing of payments, that are different from those that would be

applicable under U.S. domestic tender offer procedures and law.

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 United States 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 United States or other means reasonably

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

financial advisors to the Offeror 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 securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or

any other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

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

the United States.

Contacts

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Nils O. Kjerstad

IR Contact

Phone: +47 9135 6659

Email: nils.kjerstad@recsilicon.com

About REC Silicon

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REC Silicon is a leading producer of advanced silicon materials, delivering

high-purity silicon gases to the solar and electronics industries worldwide.

We combine over 40 years of experience and proprietary technology with the

needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the

Company is headquartered in Lysaker, Norway.

For more information, go to: www.recsilicon.com

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2025-06-24 16:00 CEST.