SoftwareONE Holding AG — M&A Activity 2022

May 30, 2022

Board of Directors of Ørn Software Holding AS (ORN) unanimously recommends a contemplated voluntary cash offer by EG Norge AS to acquire all shares in Ørn Software

Board of Directors of Ørn Software Holding AS (ORN) unanimously recommends a contemplated voluntary cash offer by EG Norge AS to acquire all shares in Ørn Software

30.5.2022 08:00:00 CEST | Ørn Software Holding AS | Inside information

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.

EG Norge AS ("EG" or the "Offeror") and Ørn Software Holding AS ("Ørn Software"

or the "Company") hereby announce that EG contemplates launching a voluntary

cash offer to acquire all outstanding shares of Ørn Software at a price of NOK

6.25 per share (the "Offer"). The Board of Directors (The "Board") of Ørn

Software has unanimously decided to recommend the shareholders of the Company to

accept the Offer. The Offer is a result of a strategic process conducted by the

Board of Ørn Software in consultation with ABG Sundal Collier ASA and Pareto

Securities AS.

The offer price of NOK 6.25 per share of Ørn Software values the total share

capital of the Company at a market capitalization of NOK 619,175,400 (the "Offer

Price") on a fully diluted basis. The Offer Price represents:

60% above the 30-day volume weighted average price of NOK 3.905 ending 27 May

2022; and

41% above the Ørn Software closing price of NOK 4.43 on 27 May 2022.

The Offeror and Ørn Software have entered into a transaction agreement (the

"Transaction Agreement") regarding the Offer and the Board has unanimously

resolved that it will recommend the Offer. The Offeror has received irrevocable

pre-commitments to accept the Offer from funds managed by Viking Venture,

Breiangen AS and Mekatronikk Holding AS, as well as from those members of

management of the Company holding shares in the Company, representing in total

45.4% of the issued share capital of Ørn Software.

About the offeror

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.

About the Offer:

* The Offer Price of NOK 6.25 will be settled in cash

* The Offeror is expected to launch the Offer in the first half of June 2022

* The completion of the Offer will be subject to satisfaction of certain

customary conditions, including, but not limited to,

* that the Offeror obtains (i) a minimum acceptance level of 90% of the

share capital of Ørn Software (on a fully diluted basis) and (ii) relevant

regulatory approvals;

* that the Ørn Software Board of Directors shall not have amended, modified

or withdrawn its recommendation of the Offer; and

* that no material adverse change and no material breach of the Transaction

Agreement by Ørn Software have occurred.

The Offer will not be conditional on financing or further due diligence.

The complete details of the Offer, including all terms and conditions, will be

included in the offer document (the "Offer Document") to be sent to the

Company's shareholders. The offer period (the "Offer Period") is expected to

commence in the first half of June and continue for a period of 2 weeks, subject

to any extensions. The Offeror must publicly announce that the conditions for

completion of the Offer have been satisfied or waived at the latest at 16:30 CET

on 30 November 2022, unless otherwise agreed between the Company and the

Offeror. Shareholders are urged to read the Offer Document when it becomes

available as it will contain important information, including the unanimous

recommendation from the Board of Directors of Ørn Software.

As part of the transaction agreement with the Offeror, the Board of Directors of

Ørn Software has subject to customary conditions undertaken to only amend,

qualify or withdraw its recommendation of the Offer if a competing offer is

made, and the Board of Directors of the Company, acting in good faith and taking

into account all aspects of such offer, considers it to be more favourable to

the shareholders of Ørn Software, and the Offeror has not matched the superior

offer within five business days. Withdrawal, amendment or qualification of the

recommendation from the Board of Directors of Ørn Software as well as a material

breach of the Transaction Agreement will trigger an obligation for the Company

to pay the Offeror an amount of up to NOK 10 million in documented costs

associated with the process and the Offer.

The above mentioned pre-commitments of management are entered into on customary

terms and conditions. The pre-commitments from the other shareholders will

remain binding and cannot be terminated unless (i) the Offer Period is not

commenced on or prior to 21 June 2022, or (ii) the Offeror has not, on or prior

to 16:30 CET on 30 November 2022, publicly announced that the conditions for

closing of the Offer have been satisfied or waived by the Offeror, unless the

Company and the Offeror has agreed to extend such date to a later date (in which

event such later date will apply).

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 the Offer Document. 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.

The Offeror intends to make a compulsory acquisition of the remaining shares in

Ørn Software upon acquiring more than 90% of the shares in Ørn Software under

the Offer. Further, subject to the outcome of the Offer, the Offeror intends to

propose to the general meeting of Ørn Software that an application is filed with

the Oslo Stock Exchange to de-list shares of Ørn Software from Euronext Growth

Oslo.

Background and strategic rationale:

The Offeror believes that Ørn Software has built a strong platform, especially

within the Real Estate and Facility Management and that the Offeror can support

the Ørn Software management to achieve further growth.

The Offeror and Ørn Software are highly excited about the potential transaction

and believe that the transaction represents an opportunity to accelerate the

growth of the business further, and also to capitalize on the opportunity to

successfully integrate the acquisitions Ørn Software and its affiliates have

completed to-date.

"We are impressed with the strong presence Ørn Software has built especially

within the Real Estate and Facility Management area through ten acquisitions. EG

can support the Ørn Software management team to continue their acquisition

journey and help them to integrate the companies they have already acquired, "

says Mikkel Bardram, CEO of EG.

"Together with Ørn Software we want to be able to support property managers,

operational personnel and tenants to optimize all the processes involved in the

development and operation of both commercial and residential facilities,

including the reduction of CO2-emissions from the buildings. EG has strong

products within energy and sustainability management and construction which are

complementary to Ørn Software's product portfolio within real estate and within

quality control and maintenance" says Mikkel Bardram.

Advisors:

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

to EG and the Offeror. Arntzen de Besche Advokatfirma AS is acting as the

Norwegian legal adviser to EG and the Offeror 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, +4798206930,

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.

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 Vidar A. Løken, CFO, on behalf of the Company on 30

May 2022 at 08:00 CEST.

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

Offeror and Ørn Software assume 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.

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 Ørn Software or the Offeror 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.

ATTACHMENTS

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