Announcement • Jun 10
Norvestor IX SCSp managed by Norvestor Equity AS completed the acquisition of 72.51% stake in Zalaris ASA (OB:ZAL) from Hans-Petter Mellerud, Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E. Schiørn and Hilde Karlsmyr for NOK 1.6 billion.
Norvestor IX SCSp managed by Norvestor Equity AS entered into an agreement to acquire 85.93% stake in Zalaris ASA (OB:ZAL) from Hans-Petter Mellerud, Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E. Schiørn and Hilde Karlsmyr for NOK 1.9 billion on March 13, 2026. A cash consideration valued at NOK 100 per share will be paid by the buyer. Hans-Petter Mellerud, Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E. Schiørn and Hilde Karlsmyr are the Rollover Shareholders who are launching the offer in in collaboration with Norvestor. Hans-Petter Mellerud is the founder and CEO of Zalaris. Norvestor has launched the offer for all the shares of Zalaris except for Shares owned by the Rollover Shareholders. The Rollover Shareholders have entered the Investment Agreement with the Offeror whereby the Rollover Shareholders have, subject to certain conditions, agreed to, outside of the Offer, (i) transfer 1,899,225 Shares to the Offeror against the issuance of shares in the Offeror's indirect parent company, Kona TopCo AS, at the Offer Price and (ii) sell, outside the Offer, 1,158,435 Shares to the Offeror for cash at the Offer Price. In aggregate 3,057,660 Shares, representing approximately 13.8% of the issued and outstanding Shares as at the date of this announcement, have been committed pursuant to the Investment Agreement. Apart from this, shareholders who own 3,782,647 Shares, representing approximately 17.1% of the issued and outstanding Shares as at the date of this announcement, have entered into separate Pre Acceptances, whereby they have undertaken to tender their shares into the Offer. The Offeror will following completion of the Offer be owned by Norvestor IX and the Rollover Shareholders. Zalaris is obliged to pay up to fee of approximately NOK 11.17 million (€1 million) as compensation for the costs it has incurred in preparing the Offer.
The transaction is subject to shareholders of Zalaris representing more than 90% of the issued and outstanding share capital and voting rights having validly accepted the Offer, the Board not having amended, qualified, modified or withdrawn its unanimous recommendation of the Offer, all regulatory approvals having been obtained or waived and any applicable waiting periods having expired or lapsed, in each case on terms satisfactory to the Offeror, Zalaris having conducted its business in the ordinary course of business in all material respects, no court or governmental or regulatory authority of any competent jurisdiction, or other third party, having taken or threatened to take any form of legal action that would restrain or prohibit the consummation of the Offer, no Material Adverse Change (as defined in the Offer Document) having occurred between the date of the Transaction Agreement and until settlement of the Offer, no material breach by the Company of the Transaction Agreement having occurred, and Zalaris not having terminated the Transaction Agreement. As of April 15, 2026, the offer has been approved by the Financial Supervisory Authority of Norway. Offeror has received acceptances under the Offer for 7,450,726 Shares, which, when taken together with the Shares committed to be transferred to the Offeror referred to above, represent approximately 33.66% of the issued and outstanding share capital of Zalaris ASA . As of May 4, 2026 Norvestor Equity AS, has extended the offer period for the voluntary cash offer for Zalaris ASA. The offer period, originally set to expire on April 30, 2026, will now expire on May 7, 2026. As of May 7, 2026, the offeror has received ordinary acceptances under the Offer for 11,458,197 Shares, representing approximately 51.76% of the issued and outstanding share capital and voting rights of Zalaris ASA. The offeror has extended the tender offer period. The offer is now extended to May 18, 2026. As of May 15, 2026, the offeror hereby announces that it waives the closing condition relating to minimum acceptance. In addition, the closing condition relating to regulatory approvals has been satisfied. As of May 15, 2026, the offeror has received acceptances under the Offer for 11,507,832 Shares, representing approximately 51.99% of the issued and outstanding share capital and voting rights of Zalaris ASA. As of May 18, 2026, the offer period has expired. As of May 18, 2026, the offeror has received acceptances and commitments in respect of a total of 18,601,059 Shares, corresponding to approximately 84.03% of the issued and outstanding share capital and voting rights of Zalaris ASA.
ABG Sundal Collier ASA acted as fairness opinion provider for Zalaris ASA. Advokatfirmaet BAHR AS acted as legal advisor for Norvestor Equity AS. Arctic Securities AS acted as financial advisor for Norvestor Equity AS. Advokatfirmaet Thommessen AS acted as legal advisor for Zalaris ASA. ABG Sundal Collier ASA acted as financial advisor for Zalaris ASA.
Norvestor IX SCSp managed by Norvestor Equity AS completed the acquisition of 72.51% stake in Zalaris ASA (OB:ZAL) from Hans-Petter Mellerud, Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E. Schiørn and Hilde Karlsmyr for NOK 1.6 billion on June 9, 2026. Shareholders of the Company who have validly accepted the Offer are expected to receive payment of the Offer Price of NOK 100 per Share in cash during the course of 9 June 2026. The Offeror has acquired 15,760,771 Shares pursuant to the Offer, and a further 3,100,573 Shares at the Offer Price from the Rollover Shareholders under the Investment Agreement (as defined in the Offer Document). In addition, as of 5 June 2026, the Offeror has acquired 262,073 Shares through market purchases at a price per Share not exceeding the Offer Price, bringing the Offeror’s holding to 19,123,417 Shares, representing approximately 86.39% of the issued and outstanding share capital and voting rights of Zalaris ASA.
