Q-Free: Receipt of non-binding proposal

The Board of Directors of Q-Free ASA has on 4th May 2021 received a non-binding proposal regarding a potential offer for 100% of the shares in Q-Free ASA from a US-based company. The proposal indicates an offer price equal to NOK 14.40 per Q-Free share, with 60% consideration in shares in the buyer and 40% cash consideration. Further, the non-binding proposal presupposes the completion of a satisfactory due diligence process and the entering into of a definitive agreement before an offer will be made to the Q-Free shareholders.

Given the complexity in the proposed form of consideration with a major part in the form of shares in a US listed company, and the implicit minimum acceptance condition of more than 90% in order to facilitate the business combination, the board has investigated whether Q-Free’s largest shareholder would be interested in accepting a possible bid on the proposed terms. The largest shareholder, Rieber & Søn AS holding 45.27% of the shares in Q-Free, appreciates and welcomes the interest in Q-Free, but is not willing to sell their shares on the proposed consideration structure and terms. Consequently, the board sees no reason to pursue this non-binding proposal further at this stage as a transaction cannot be implemented on the proposed terms.

For further information, please contact:

Vice Chair of the Board: Snorre Kjesbu: +47 982 28 170

This information is considered to be inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Rita Bøe Isaksen, HR Manager & Board Secretary, Q-Free ASA, on May 4, 2021 at 21.00 CET.

About Q-Free:

Q-Free ASA (OSE: QFR) is a global innovator in intelligent transportation systems that improve traffic flow, road safety, and air quality. With an open, collaborative approach to tolling, traffic and active transportation management, Q-Free works with customers and partners on every continent to digitize infrastructure and overcome modern mobility challenges for the greater good of society.

Headquartered in Trondheim, Norway, Q-Free has annual revenues of approximately 1 billion NOK and employs approximately 360 transportation innovators, experts, and enthusiasts. To learn more about how Q-Free is changing the movements of life, visit or Twitter:@Q-FreeASA