Reference is made to the announcement on 15 April 2026 by the Norwegian
Financial Supervisory Authority (the "NFSA") that it has approved the offer
document for the recommended voluntary cash tender offer by Kona Bidco AS (the
"Offeror") to acquire all issued and outstanding shares in Zalaris ASA (the
"Company"), other than the shares owned by the Company and shares owned directly
or indirectly by certain members of the Company's corporate management (the
"Rollover Shareholders") to be exchanged for shares in the Offeror's indirect
parent company, Kona TopCo AS, on the terms and subject to the conditions of an
investment and cooperation agreement entered into between the Rollover
Shareholders and the Offeror (the "Offer").
The board of directors of the Company (the "Board") is required under Section
6-16 of the Norwegian Securities Trading Act (the "NSTA") to issue a statement
on the Offer. Pursuant to Section 6-16 (4) of the NSTA, the NFSA, in its
capacity as the Norwegian takeover authority, may require that such statement is
issued by an independent third party on behalf of the Company when an offer is
made in agreement with the Board. The NFSA has decided that Pareto Securities AS
("Pareto") shall provide an independent statement on the Offer on behalf of the
Company.
Pareto has issued its statement on the Offer dated 15 April 2026, concluding
that the Offer is fair from a financial point of view. The full statement from
Pareto is attached to this announcement.
The Offer is unanimously recommended by the Board based on, inter alia, a
fairness opinion from ABG Sundal Collier ASA ("ABGSC") dated 12 March 2026
concluding that the Offer is fair from a financial point of view. The Board's
recommendation, which as mentioned does not constitute the statement on the
Offer pursuant to Section 6-16 of the NSTA, is attached to this announcement.
Contacts:
Hans-Petter Mellerud, CEO
Tel: +47 928 97 276
E-mail: hans-petter.mellerud@zalaris.com
Gunnar Manum, CFO
Tel: +47 951 79 190
E-mail: gunnar.manum@zalaris.com
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.