Data Respons ASA

BOARD RECOMMENDS VOLUNTARY CASH OFFER FROM AKKA TO ACQUIRE ALL SHARES IN DATA RESPONS - Seite 3

The Offer will be financed by cash at hand and drawdown of existing debt arrangements. The Offer will not contain any conditions as to financing or due diligence.

The complete details of the Offer, including all terms and conditions, will be contained in an offer document (the “Offer Document”) to be sent to Data Respons’ shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The offer period is expected to start mid-January and is expected to be four weeks from the date of approval of the Offer Document, subject to extension by AKKA. The Offeror must publicly announce that the conditions for closing of the Offer have been met or waived at the latest 16:30 CET on 31 May 2020. Shareholders are urged to read the Offer Document when it is available as it will contain important information, including the unanimous recommendation from the Board of Directors of Data Respons.

As part of the Transaction Agreement with AKKA and subject to customary conditions, Data Respons has entered into undertakings to only amend or withdraw its recommendation of the Offer if a competing offer is made, and the Board of Directors of Data Respons, acting in good faith and taking into account all aspects of such offer, considers it to be more favourable to the shareholders of Data Respons, and the Offeror has not matched the superior offer within five business days. In the event that the Board of Directors of Data Respons receives a superior competing offer less than seven business days before the expiry of the acceptance period in the Offer, then the Board of Directors of Data Respons shall not be under an obligation to permit the Offeror to amend the Offer unless the acceptance period in the Offer is extended with a minimum two Business Days after the later of the expiry of the mentioned matching five business days period and the prevailing acceptance period. Withdrawal, amendment or qualification of the recommendation from the Board of Directors of Data Respons will trigger an obligation for Data Respons to pay a break fee of NOK 10 million to the Offeror if the Offer is not completed. As part of the Transaction Agreement, Data Respons has also undertaken not to, and to procure that none of its directors or executive management, inter alia solicit or initiate offers from third parties or, subject to customary exceptions and the fiduciary duty of the board of directors of Data Respons, engage in discussions or negotiations with any person that constitutes, or could lead to a competing offer provided that if Data Respons is approached by an unsolicited bona fide third party in relation to a possible competing offer, then Data Respons is entitled to enter into discussions with such third party and provide it with due diligence information, in accordance with the fiduciary duties of the board of directors of Data Respons.