NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA AND SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement made by Zalaris ASA (the "Company") on 15 June 2026, where it was announced that the Financial Supervisory Authority of Norway had approved an offer document for the mandatory offer (the "Offer") by Kona BidCo AS (the "Offeror") to acquire all of the issued and outstanding shares in the Company (the "Shares") not already owned by the Offeror at an offer price of NOK 100 per share, pursuant to an offer document dated 15 June 2026 (the "Offer Document").
The offer period for the Offer expired on 14 July 2026.
As of the expiry of the offer period, and subject to customary verification, the Offeror has received acceptances under the Offer for 199,227 Shares, representing approximately 0.90% of the issued and outstanding share capital and voting rights of the Company (0.91% adjusted for the Company's holding of own Shares). In addition, the Offeror already owns 19,128,811 Shares. Consequently, subject to due settlement of the Shares for which acceptances are received, the Offeror will own 19,328,038 Shares, representing approximately 87.32% of the issued and outstanding share capital and voting rights of the Company (88.54% adjusted for the Company’s holding of own Shares).
Settlement of the Offer shall take place pursuant to the terms of the Offer Document and will be made to shareholders of the Company having accepted the Offer within 14 calendar days after expiry of the offer period.
As previously announced, the Offeror intends to apply for a delisting of the Shares from Euronext Oslo Børs, and on 11 August 2026 an extraordinary general meeting will be held in the Company to approve to apply for delisting.
Advisors
Arctic Securities AS is acting as financial advisor to the Offeror and receiving agent in connection with the Offer. Advokatfirmaet BAHR AS is acting as legal advisor for the Offeror.
Contacts
Hans-Petter Mellerud, CEO Tel: +47 928 97 276
E-mail: hans-petter.mellerud@zalaris.com
Gunnar Manum, CFO Tel: +47 951 79 190
E-mail: gunnar.manum@zalaris.com
Norvestor and the Offeror Fredrik Gyllenhammar Raaum, Partner, Norvestor Advisory Tel: +47 93 03 28 46
E-mail: fgy@norvestor.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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The terms and conditions of the Offer are governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. 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 it is prohibited by applicable law, including, without limitation Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and South Korea, or any other jurisdiction in which it would be unlawful. 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 who access this announcement or such other information are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to 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. The Offer 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 Holders of Shares in the United States ("U.S. Holders") 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 thereunder.
The Offer is made for the issued and outstanding Shares of the Company, a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The Offer will be made to U.S. Holders as a "Tier I" tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to tender offers for U.S. domestic issuers that are subject to the more fulsome requirements of Regulation 14D and 14E under the U.S. Exchange Act.
The Offer is made to U.S. Holders on the same terms and conditions as those made to all other holders of Shares to whom the Offer is made. Any information document, including the Offer Document, will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom the Offer is made. The Offer will be made by the Offeror and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, 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, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
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 advisor 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 as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.
It may be difficult for the Company's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Offeror and the Company are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of the Company may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court's judgment.