Trondheim, 27 October 2023 – Reference is made to the stock exchange notice made on 26 September 2023 by Q-Free ASA (the “Company” or “Q-Free”, OSE: QFR) where Guardian Smart Infrastructure Management and Rieber & Søn AS announced the acquisition of Q-Free shares by their joint venture Juniper Holdco AS (the “Offeror”), triggering a mandatory offer to acquire all shares in Q-Free at a price per share of NOK 12 (the “Offer”).
Further reference is made to the stock exchange notice made on 26 October 2023 regarding commencement of the offer period for the Offer. The Board of Directors of the Company has unanimously resolved to recommend the shareholders of the Company to accept the Offer. Pursuant to section 6-16 of the Norwegian Securities Trading Act, the Board of Directors of Q-Free shall provide a statement on the Offer. Oslo Børs, in its capacity as take-over supervisory authority, has decided that the statement shall be issued by an independent expert and not by the Board of Directors of the Company, and that such statement can be issued by KWC AS (“KWC”) on behalf of the Company, cf. section 6-16 of the Securities Trading Act.
KWC has issued their statement on the Offer and has in the statement concluded that the “…terms of the Mandatory Offer are fair from a financial point of view, and thus represents a full and fair arm’s length price for all the outstanding shares of Q-Free. The Offer can therefore be recommended to shareholders on this basis.
However, this Statement is not intended to be and shall not constitute or be construed as a recommendation to individual shareholders of Q-Free, as to whether to accept the Offer from the Offeror or not, and each shareholder remains solely responsible for their own decisions based on their own circumstances.
We recommend that shareholders study the Offer Document and draw their own conclusions. Furthermore, we recommend that shareholders seek advice from professional advisers with respect to tax and other consequences of accepting or not accepting the Offer.”
The full statement from KWC is attached to this announcement.
Q-Free: Trond Christensen, CEO / CFO, Q-Free ASA Tel: +47 481 02 754 Email: firstname.lastname@example.org
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act
Important notice: 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, United States and Japan. The Offeror 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.