NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the recommended voluntary cash offer to acquire all issued and outstanding shares in Rana Gruber ASA (the “Company”) by Drakkar BidCo AS (the “Offeror”) at NOK 79 per share on the terms and conditions set out in the offer document dated 26 January 2026 (the “Offer Document”) (the “Offer”). Reference is also made to the stock exchange announcement published on 10 March (the “Offer Extension Announcement”) regarding extension of the period where shareholders of the Company may continue to accept the Offer (the “Offer Period”) subject to terms and conditions in the Offer Document until 17 March 2026 at 16:30 CET.
…
Vis børsmeldingen
The board of directors of the Company has unanimously recommended that all shareholders accept the Offer and 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.
At the time of this announcement, and subject to customary verifications of acceptances received, the Offeror has received acceptances from shareholders of the Company under the Offer for 33,401,941 shares representing approximately 90.07% of the issued and outstanding share capital and voting rights of the Company. Subject to customary verifications of acceptances received, this means that the “Minimum Acceptance” closing condition as set out in Section 4.3 (“Conditions for Completion of the Offer”) of the Offer Document has been satisfied. Completion of the Offer remains subject to the other closing conditions set out in Section 4.3 (“Conditions for Completion of the “Offer”) of the Offer Document continuing to be satisfied until settlement of the Offer or being waived by the Offeror in its sole discretion.
The current Offer Period expires on 17 March 2026 at 16:30 CET. The Offeror does not intend to extend the Offer Period further.
As set out in Section 5.10 (“Compulsory Acquisition of Shares”) of the Offer Document, subject to and following completion of the Offer and the Offeror having become the owner of more than 90% of the total issued shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares of the Company in accordance with Section 4-25 of the Norwegian Limited Liability Companies Act. Further, subject to and following completion of the Offer, the Offeror also intends to take steps to delist the Company’s shares from Euronext Oslo Børs as further described in Section 5.11 (“Delisting of the Shares”) of the Offer Document.
Shareholders who want to accept the Offer must, prior to expiry of the Offer Period on 17 March 2026 at 16:30 CET and in accordance with the procedures set out in the Offer Document, duly complete and return the acceptance form which is included in the Offer Document. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available at the following webpage: www.clarksons.com/financial/securities/investment-banking/#Transactions
Shareholders who own shares registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Offer.
The Offer may only be accepted on the basis of the Offer Document. The complete terms and conditions of the Offer are set out in the Offer Document other than the extension of the Offer Period as set out in the Offer Extension Announcement.
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
This disclosure is made pursuant to section 4-2 of the Norwegian Securities Trading Act.
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 Canada, Australia, New Zealand, South Africa, Hong Kong, Japan, 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.
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.
Kilde
