SoftwareONE Holding AG — Delisting Announcement 2022

Jul 5, 2022

Minimum acceptance level reached regarding the voluntary cash offer by EG Norge AS to acquire all shares in Ørn Software (ORN)

Minimum acceptance level reached regarding the voluntary cash offer by EG Norge AS to acquire all shares in Ørn Software (ORN)

5.7.2022 16:17:37 CEST | Ørn Software Holding AS | Additional regulated

information required to be disclosed under the laws of a member state

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,

CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL.

Reference is made to the announcement made on 30 May 2022, regarding the

voluntary cash offer by EG Norge AS ("EG" or the "Offeror") to acquire all

outstanding shares of Ørn Software Holding AS ("Ørn Software" or the "Company")

at a price of NOK 6.25 per share (the "Offer") as well as the subsequent

extensions of the offer period.

As of today, the Offeror has received acceptances from shareholders representing

more than 90% of the issued and outstanding share capital and voting rights of

the Company, consequently fulfilling the condition for closing of the Offer

relating to minimum acceptances (cf. item 3.6 a. in the Offer Document).

Completion of the Offer remains subject to all outstanding closing conditions,

including clearance from the Finnish Ministry of Employment and the Economy (FDI

Clearance).

The offer period will lapse on 16:30 hours (CEST), 6 July 2022.

The offer period will not be extended beyond this period.

As a result of receiving acceptances from shareholders representing more than

90% of the shares and votes in the Company, and following completion of the

Offer, EG intends to make a compulsory acquisition of the remaining shares in

the Company pursuant to Section 4-26 of the Norwegian Private Limited Liability

Companies Act. It is expected that settlement for shares acquired in connection

with such compulsory acquisition will take place approximately 3 months after

completion of the Offer.

For more information, please refer to the Offer Document dated 8 June 2022,

prepared by the Offeror in connection with the Offer. The Offer Document is

available, subject to regulatory restrictions in certain jurisdictions, at the

website of Danske Bank (www.danskebank.no/orn - http://www.danskebank.no/orn).

Danske Bank, Norwegian Branch, is acting as financial adviser and receiving

agent to EG and Arntzen de Besche Advokatfirma AS is acting as the Norwegian

legal adviser to EG in connection with the Offer.

ABG Sundal Collier ASA and Pareto Securities AS are acting as financial advisers

and Advokatfirmaet Thommessen AS is acting as Norwegian legal adviser to Ørn

Software.

CONTACTS

* Joar Welde, Chairman of the Board of Directors of Ørn Software, +47 982 06

930, joar.welde@vikingventure.com

* Mikkel Bardram, CEO of EG, +45 2922 6548, mibar@eg.dk

ABOUT ØRN SOFTWARE HOLDING AS

About Ørn Software:

Ørn Software is a Nordic provider of SaaS solutions enabling efficient

operations and maintenance across a wide range of asset-heavy industries,

including real estate, manufacturing, food & beverages, and aquaculture.

The Company's software provides customers with improved insight through

data-driven operations and contributes to increased efficiency and reduced costs

through digitalization of facility management and rental processes, data-driven

maintenance, scheduling of resources and energy optimization. All the above

contribute to the lengthening of property and equipment lifespan, a key

component of Ørn Software's value proposition. Furthermore, the Company's

offering enables customers to reduce their environmental footprint and provides

digital tools to meet reporting and regulatory requirements.

About EG:

EG is a market leading vendor of Nordic vertical software for private and public

customers. EG's Software-as-a-Service offerings are developed by specialists

with deep industry and domain knowledge, supporting business-critical and

administrative processes. EG employs 1,700+ people, primarily in the Nordics,

and in 2021, had revenues of DKK 1.8 billion.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847696/1604/2170/Download%20announcement

%20as%20PDF.pdf