Data Respons ASA

BOARD RECOMMENDS VOLUNTARY CASH OFFER FROM AKKA TO ACQUIRE ALL SHARES IN DATA RESPONS - Seite 2

Mauro Ricci, Founder, Chairman and CEO of AKKA, commented: “This project is a true game changer as we will create Europe’s largest digital Industrial Internet of Thing (IIOT) powerhouse.” The combined capability will add power and expertise in digital, communication, connectivity, cloud and engineering. It will transform AKKA’s leadership in connected products for the mobility sector and IoT systems for Digital manufacturing with technologies such as IIoT, embedded JAVA, and the fast-growing Electronic Control Units (ECU) for the mobility sector. “Data Respons’ full front-end and back-end software development capabilities along with embedded software & connectivity solutions will considerably boost AKKA’s digital strategy and generate considerable commercial synergies”, Mauro Ricci concluded.

Erik Langaker, Chairman of Data Respons’ Board of Directors stated: “Following several years of outstanding performance by our management team and organization, we believe that this transaction offer very good value for all shareholders. I am confident of the strong strategic fit, and that AKKA will appreciate the unique culture built by Kenneth and the team over many years. The full Board is of the opinion that a combined group represents great opportunities for both employees and existing customers.”

About the Offer

The consideration offered will be NOK 48.00 per Data Respons share (the "Offer Price"). The Offer Price represents a premium of approximately 20% to the closing price of Data Respons on 18 December 2019. It represents a premium of approximately 29% and 34% to the 3-month and 6-month volume weighted average share price of Data Respons for the period ending on 18 December 2019, respectively.

The Offer values the total share capital of Data Respons at approximately NOK 3.7 billion on a fully diluted basis.

The Offer will be subject to customary closing conditions for Norwegian takeovers, including but not limited to the following conditions:

(i) A minimum, waivable, acceptance level of 90% of the issued and outstanding share capital of Data Respons; and

(ii) Regulatory clearance from the German Federal Cartel Office for completion of the Offer.

The Offeror intends to do the filing early January 2020 and to run the first phase of the clearance process (expected to be four weeks) in parallel with the acceptance period. Although a different scenario cannot be ruled out, the Offeror's initial assessment is that clearance may be expected during the first phase. In the event the German Federal Cartel Office initiates a second phase clearance procedure, in addition to the Offer Price, the Offeror will pay interest on the Offer Price equal to 2% pro annum from such date that it becomes evident that the German Federal Cartel Office initiates a phase 2 clearance procedure to and including the earlier of; (i) the date settlement takes place, or (ii) the date falling three months after such date that the German Federal Cartel Office initiates a phase 2 Clearance procedure. The Offeror will not pay interest compensation in the event that the Offer is not completed