Announcement • Aug 22

Altrad Investment Authority S.A.S. made an unregulated voluntary cash offer to acquire remaining 75.3% stake in Beerenberg AS (OB:BBERG) from Camar and others for approximately NOK 770 million.

Altrad Investment Authority S.A.S. made an unregulated voluntary cash offer to acquire remaining 75.3% stake in Beerenberg AS (OB:BBERG) from Camar and others for approximately NOK 770 million on August 21, 2024. Pursuant to the Offer, the shareholders of the Company will be offered NOK 41.5 per Share, to be settled in cash upon completion of the Offer. The acceptance period for the Offer (the "Offer Period") is expected to commence no later than 16 September 2024 and continue for a period of no less than 4 weeks, subject to any extensions up to a total Offer Period of 10 weeks. As part of the Transaction Agreement, the Board of Beerenberg has, subject to customary conditions, undertaken to only amend, qualify or withdraw its recommendation of the Offer if a competing offer is made for at least 50% of the outstanding Shares, and the Board of the Company, acting in good faith and after consulting with its financial advisors and outside legal counsel, taking into account all financial, regulatory and other relevant terms and conditions of such proposal into account, considers it to be more favourable to the shareholders of Beerenberg than the Offer, and the Offeror has not matched the superior offer within five business days. The conditions for closing of the Offer have been satisfied or waived by the Offeror, unless such date has been extended by the Offeror to a later date (not to exceed 2 May 2025) based on the principles to be set out in the offer document or otherwise agreed between the Offeror and the Company (in which event such later date will apply). In such event, the Offer Price shall be increased by an amount equal to 4% p.a. interest rate calculated from and including the Drop-dead Date until the date immediately preceding the date of completion of the Offer. Following completion of the Offer, and subject to the Offeror reaching a 90% shareholding in Beerenberg, the Offeror intends to carry out a compulsory acquisition (squeeze-out) of remaining Shares not held by the Offeror and delist Beerenberg from Euronext Growth Oslo. The Offer will be conditional upon the following conditions for completion, each of which may be waived, in whole or in part, by the Offeror: 1. the Offeror shall receive acceptances of the Offer which will lead to the Offeror holding at least 90% of the shares in the Company on a fully diluted basis; 2. relevant regulatory approvals, permits, consents and clearances have been obtained and any applicable waiting periods have expired or lapsed, including from the Norwegian Competition Authority under applicable merger control rules as well as clearance under merger control rules in any other relevant jurisdictions and any other regulatory approvals, e.g. under rules concerning foreign direct investments or foreign subsidies, all as deemed required by the Offeror to close the Offer, without conditions and otherwise to the satisfaction of the Offeror; 3. the issuance of a unanimous recommendation of the Offer by the Board in agreed form which shall not have been amended, modified or withdrawn without the Offeror's written consent; 4. the Company shall in all material respects have conducted its business in the ordinary course between the date of the Transaction Agreement (as defined below) and until settlement of the Offer, except as provided for under the Transaction Agreement, and Beerenberg shall not have entered into any agreement for, or carried out any transaction that constitutes or may constitute a competing offer from third parties; 5. no court or other governmental, regulatory authority of competent jurisdiction or other third party shall have taken or threatened to take any legal action in relation to the Offer or the closing thereof. The Board of Directors of Beerenberg (the "Board") has unanimously decided to recommend the shareholders of the Company to accept the Offer and other customary closing conditions. The Offer will not contain any conditions as to financing or due diligence. The transaction is expected to close in the end of 2024. BNP Paribas is acting as exclusive financial advisor and Advokatfirmaet Wiersholm AS is acting as legal advisor to Altrad. SpareBank 1 Markets AS is acting as financial advisor and provided fairness opinion as well and Wikborg Rein Advokatfirma AS is acting as legal advisor to Beerenberg.

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Altrad Investment Authority S.A.S. made an unregulated voluntary cash offer to acquire remaining 75.3% stake in Beerenberg AS (OB:BBERG) from Camar and others for approximately NOK 770 million.

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