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Reference is made to the stock exchange announcement published on 21 December 2025 regarding the transaction agreement between Drakkar BidCo AS (the “Offeror”), a wholly owned company of Champion Iron Limited (“Champion”), and Rana Gruber ASA ("the “Company”) for the Offeror to, subject to certain conditions, launch a recommended voluntary cash tender offer for all issued and outstanding shares (the “Shares”) in the Company at a price of NOK 79 per share as further regulated in the transaction agreement (the “Offer”).
The Offer is unanimously recommended by the board of directors of the Company (the “Board”).
The offer document for the Offer (the “Offer Document”) was approved on 26 January 2026 by the Norwegian Financial Supervisory Authority (“NFSA”) in its capacity as take-over supervisory authority. The terms and conditions of the Offer are set out in the Offer Document, and the Offer is only capable of being accepted pursuant to the Offer Document.
Key terms of the Offer:
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Offer Price: NOK 79 per Share, subject to any adjustments as set out in the Offer Document (the “Offer Price”).
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Offer Period: From and including 27 January 2026 to 24 February 2026 at 16:30 (CET), subject to any extensions at the sole discretion of the Offeror. The Offer Period will in no event be extended beyond 7 April 2026.
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Receiving Agent: Clarksons Securities AS
The Offer Price represents:
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A premium of 12.9% to the closing trading price for the Shares on 19 December 2025 of NOK 70.0;
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A premium of 17.4% to the 20 days’ volume weighted average share price from 24 November up to and including 19 December 2025 of NOK 67.3; and
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A premium of 21.3% to the 60 days’ volume weighted average share price from 29 September 2025 up to and including 19 December 2025 of NOK 65.1.
SB1 Markets AS has provided an independent expert statement in accordance with Section 6-16 of the Norwegian Securities Trading Act, which states that the Offer is fair from a financial point of view. The independent expert statement is attached to an announcement from the Company on 26 January 2026.
Shareholders, including members of the Board and the executive management of the Company, have subject to certain conditions given their irrevocable undertakings to pre-accept the Offer for a total of 18,802,773 Shares representing approximately 51% of the share capital of the Company, as further described in the Offer Document.
The full terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document. The Offer Document shall be sent to the Company’s shareholders with known addresses registered in the Company’s shareholder register in Euronext Securities Oslo, the central securities depository in Norway (the “VPS”) in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available at the following webpage: www.clarksons.com/financial/securities/investment-banking/#Transactions and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, Clarksons Securities AS, Munkedamsveien 62 C, 0270 Oslo, Norway.
Advisors
Advokatfirmaet BAHR AS, Stikeman Elliott LLP, Ashurst LLP and McCarthy Tetrault LLP are acting as legal advisors to the Offeror, while Clarksons Securities AS is acting as financial advisor for the Offeror. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company, while DNB Carnegie, a part of DNB Bank ASA, is acting as its financial advisor. Salto Advisers AS is acting as Investor Relations adviser to the Company.
Contacts:
Rana Gruber ASA
Gunnar Moe, CEO of Rana Gruber +47 941 47 650 gunnar.moe@ranagruber.no
Mats Samdahl Weltz, Salto Advisers AS +47 950 46 330 msw@saltoadvisers.no
Champion and the Offeror
Michael Marcotte, CFA Senior Vice-President, Corporate Development and Capital Markets +1-514-316-4858, Ext. 1128
Info@championiron.com
Clarksons Securities AS
oppkjop.rana@clarksons.com
IMPORTANT INFORMATION
The terms and conditions of the Offer are governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance form will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Hong Kong, Japan, New Zealand and South Africa, or any other jurisdiction in which it would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons into who access this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. The Offer 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.
FORWARD-LOOKING STATEMENTS
This announcement, oral statements made regarding the acquisition contemplated by the Offer Document (the “Acquisition”) or the Offer, and other information published by the Company, Champion or the Offeror, contain certain information and statements that may constitute “forward-looking information” or “forward-looking statements” under applicable securities legislation (“forward-looking statements”). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of words such as “will”, “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “aims”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s, Champion’s and/or the Offeror’s ability to predict or control.
All statements, other than statements of historical facts, included in this press release that address future events, developments or performance are forward-looking statements. Forward-looking statements include, among other things, statements regarding the expected timing and scope of the Acquisition, including timing for completion of the Offer; expectations regarding whether the Offer will be completed, including whether any conditions for the completion of the Acquisition will be satisfied or waived; the anticipated timing for completion of the Offer and the Transaction; the expected effects of the Acquisition on the Company, Champion or the Offeror; and other statements other than historical facts. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company, Champion or the Offeror may operate in the future.
Although the Company, Champion and the Offeror believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such forward-looking statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of such parties, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed in forward-looking statements include, without limitation: the satisfaction of the conditions to completion of the Acquisition on the proposed terms and schedule; the state of the global economy and the economies of the regions in which the Company, Champion and/or the Offeror operate; the state of and access to global and local capital and credit markets; the availability of borrowings to be drawn down under, and the utilization of, various elements and components of Champion’s and the Offeror’s financing plan in accordance with their respective terms; the sufficiency of Champion’s or the Offeror’s liquidity and working capital requirements for the foreseeable future; the ability of Champion to successfully integrate the Company’s businesses, processes, systems and operations and retain key employees; the Company’s, Champion’s or the Offeror’s businesses, operating results, cash flows and/or financial conditions; including as relates to Champion, risks, uncertainties and assumptions relating to the potential failure to realise anticipated benefits from the Acquisition, currency exchange risk and foreign currency exposure related to the purchase price of the Acquisition; Champion’s reliance upon information provided by the Company in connection with the Acquisition and publicly available information; potential undisclosed costs or liabilities associated with the Acquisition, Champion being adversely impacted during the pendency of the Acquisition, and change of control and other similar provisions and fees; Champion’s ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the Acquisition; Champion’s ability to otherwise complete the integration of the Company within anticipated time periods and at expected cost levels, Champion’s ability to attract and retain key employees in connection with the Acquisition, management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition, the realization of the expected strategic, financial and other benefits of the Acquisition, the accuracy and completeness of public and other disclosure (including financial disclosure) by the Company; future prices of iron ore; future transportation costs; general economic, competitive, political and social uncertainties; continued availability of capital and financing and general economic, market or business conditions; timing and uncertainty of industry shift to electric arc furnaces, impacting demand for high-grade feed; failure of plant, equipment or processes to operate as anticipated; delays in obtaining governmental approvals, necessary permitting or in the completion of development or construction activities; the results of feasibility studies; changes in the assumptions used to prepare feasibility studies; project delays; geopolitical events; and the effects of catastrophes and public health crises on the global economy, the iron ore market and Champion’s operations, as well as those factors discussed in the section entitled “Risk Factors” of Champion ’s Management’s Discussion and Analysis for the financial year ended March 31, 2025, available under the Champion’s profile on SEDAR+ at www.sedarplus.ca, the ASX at www.asx.com.au and the Champion’s website at www.championiron.com.
If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither the Company, Champion, the Offeror, nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.
All of the forward-looking statements contained in this announcement are given as of the date hereof and are based upon the opinions, estimates and information available as at the date hereof. The Company, Champion and the Offeror disclaim any intention or obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. If one or more forward-looking statements is updated, no inference should be drawn that additional updates with respect to those or other forward-looking statements will be made. The foregoing list of risks and uncertainties is not exhaustive. Readers should carefully consider the above factors as well as the uncertainties they represent and the risks they entail.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per share. Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Notice to U.S. Holders
Holders of Shares in the United States (“U.S. Holders”) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.
The Offer will be made for the issued and outstanding Shares of the Company, a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The Offer will be made to U.S. Holders as a “Tier I” tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to tender offers for U.S. domestic issuers that are subject to the more fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.
The Offer will be made to U.S. Holders on the same terms and conditions as those made to all other holders of Shares to whom the Offer is made. Any information document, including the Offer Document, will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom the Offer is made. The Offer will be made by the Offeror and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.
It may be difficult for the Company’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Offeror and the Company are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of the Company may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court’s judgment.
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