Unifon Holding AS made a voluntary cash offer to acquire remaining 30% stake in Nortel AS (OB:NTEL) for NOK 160 million on July 6, 2023. The Offer Price of NOK 27.50 for the remaining outstanding shares will be settled in cash. The purchase will be financed through a combination of debt and equity, with Christen Sveaas' Kistefos Investment AS expected to become the largest owner in Unifon after the transaction. The completion of the Offer will be subject to satisfaction of certain customary conditions, each one of which, to the extent legally permissible, maybe waived by the Offeror. The completion of the Offer will be subject to satisfaction of certain customary conditions, each one of which, to the extent legally permissible, may be waived by the Offeror, including but not limited to, that the Offeror obtains (i) a minimum acceptance of 90% of the share capital of Nortel (on a fully diluted basis) and (ii) relevant regulatory approvals; that the Board shall not have amended or withdrawn its recommendation of the Offer. The Board of Directors of the Company has unanimously recommended the shareholders of the Company to accept the Offer. The Offeror expects to launch the Offer on 10 July 2023 with an acceptance period of four weeks (subject to extension). As on August 14, 2023, subject to customary verification, the Offeror has received acceptances of the Offer, including the pre-acceptances, for a total of 16,481,689 Shares, representing approx. 87.65% of the outstanding Shares and voting rights in the Company. As this condition has not been met, the Offeror therefore hereby announces an extension of the Offer Period until 28 August 2023. As a consequence of the extension, the settlement of the Offer may be postponed correspondingly. The Offeror maintains its right to further extend the Offer Period (one or several times) on the terms and conditions set out in the Offer Document, but not beyond 18 September 2023. As of September 5, 2023, the offer extended to 7 September 2023. Following the expiry of the Offer Period, the Offeror has received acceptances which (in combination with shares acquired under conditional sale agreements) will result in the Offeror owning 18,698,061 Shares in the Company, corresponding to approx. 99.4% of the Shares and voting rights in the Company.

The Offer is the result of a strategic review conducted by the Board in consultation with SpareBank 1 Markets AS. DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and receiving agent to the Offeror, and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Offeror. SpareBank 1 Markets AS is acting as financial advisor and AGP Advokater AS is acting as legal advisor to Nortel.

Unifon Holding AS completed the acquisition of remaining 30% stake in Nortel AS (OB:NTEL) on September 20, 2023. The receiving agent has arranged for payments of the Offer Price to all shareholders that have accepted the Offer, whom are expected to receive the settlement amount on their respective bank accounts in the course of tomorrow, 21 September 2023. Following the compulsory acquisition, the Offeror will pursue a delisting of the shares in the Company from Euronext Growth Oslo. As on September 21, 2023, On this basis Oslo Børs has implemented a suspension of the trading of the Company?s shares. The shares in Nortel AS will be delisted from Euronext Growth Oslo as of 26. September 2023. The last day of trading will be 25. September 2023.