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Q-Free: The Board’s statement regarding the mandatory offer from Rieber & Søn AS

The enclosed statement is made by the board of directors (the “Board“) of Q-Free ASA (“Q-Free“) in accordance with Section 6-16 of the Norwegian Securities Trading Act in connection with the mandatory offer from Rieber & Søn AS (“Rieber & Søn“) to acquire all the issued and outstanding shares in Q-Free not already owned by Rieber & Søn, against a consideration of NOK 4.70 in cash per share (the “Offer“), made in the offer document dated 14 January 2021 (the “Offer Document“).

Rieber & Søn is represented on the Board of Q-Free by Trond Valvik, who holds the position as the chairman of the Board. Mr. Valvik has not participated in the assessment of the Offer or related discussions in the Board of Q-Free or in the issue of this statement. The Oslo Stock Exchange has, in its capacity as take-over authority of Norway pursuant to Section 6-16 (4) of the Norwegian Securities Trading Act, decided that the Board, without the chairman of the Board Trond Valvik, may submit the statement on behalf of Q-Free.

The Board has reviewed the Offer Document and evaluated factors that the Board considers material for the assessment of whether the Offer should be accepted by the shareholders of Q-Free. Sparebank 1 Markets AS (“SB1M“) has been engaged as financial adviser to Q-Free in connection with the Offer, and has submitted a fairness opinion dated 20 January 2021. SB1M concludes that the Offer is below the fair market value of the Q-Free shares. The fairness opinion from SB1M is attached.

The Board’s overall assessment is that the Offer is below the fair value of the Q-Free shares. Based on this, the Board of Q-Free does not recommend the shareholders of Q-Free to accept the Offer.

The complete and unanimous statement from the Board and the fairness opinion from SB1M are attached to this announcement.

 

For further information, please contact:

Interim CFO, Trond Christensen: +47 481 02 754
Vice chairman of the Board, Snorre Kjesbu: +47 982 28 170